<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 1998.
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 20-F/A
(MARK ONE)
[X] REGISTRATION STATEMENT PURSUANT TO SECTION 12(B)
OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[_] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
COMMISSION FILE NUMBER: 001-14489
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(Exact name of Registrant as specified in its charter)
TELE CENTRO OESTE CELLULAR HOLDING COMPANY
(Translation of Registrant's name into English)
THE FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization)
SCN-QUADRA CN2, LOTE F, 2(degrees) ANDAR
SALA 201, BRASILIA-DF, BRAZIL
(Address of principal executive offices)
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE
ACT:
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<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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<S> <C>
Preferred Shares, without par
value.......................... New York Stock Exchange*
</TABLE>
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* Not for trading, but only in connection with the listing of American
Depositary Shares, on the New York Stock Exchange
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE
ACT: NONE
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(D)
OF THE ACT: None
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the last fiscal year covered by
this Registration Statement: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 Item 18 X
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<PAGE>
TABLE OF CONTENTS
<TABLE>
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PAGE
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<C> <S> <C>
PRESENTATION OF INFORMATION................................... ii
GLOSSARY OF TERMS............................................. vi
EXCHANGE RATES................................................ ix
PART I
ITEM 1. Description of Business....................................... 1
ITEM 2. Description of Property....................................... 26
ITEM 3. Legal Proceedings............................................. 26
ITEM 4. Control of Registrant......................................... 27
ITEM 5. Nature of Trading Market...................................... 27
ITEM 6. Exchange Controls and Other Limitations Affecting Security
Holders....................................................... 30
ITEM 7. Taxation...................................................... 31
ITEM 8. Selected Financial Data....................................... 36
ITEM 9. Management's Discussion and Analysis of Financial Condition
and Revenues and Expenses..................................... 40
ITEM 9A. Quantitative and Qualitative Disclosures about Market Risk.... 53
ITEM 10. Directors and Officers of Registrant.......................... 54
ITEM 11. Compensation of Directors and Officers........................ 56
ITEM 12. Options to Purchase Securities from Registrant or
Subsidiaries.................................................. 56
ITEM 13. Interest of Management in Certain Transactions................ 56
PART II
ITEM 14. Description of Securities to be Registered.................... 57
PART III
ITEM 15. Defaults upon Senior Securities............................... 70
ITEM 16. Changes in Securities and Changes in Security for Registered
Securities.................................................... 70
PART IV
ITEM 17. Consolidated Financial Statements............................. 70
ITEM 18. Consolidated Financial Statements............................. 70
ITEM 19. Consolidated Financial Statements and Exhibits................ 70
</TABLE>
i
<PAGE>
PRESENTATION OF INFORMATION
OVERVIEW
Tele Centro Oeste Celular Participacoes S.A. (the "Registrant"), a
corporation organized under the laws of the Federative Republic of Brazil
("Brazil"), was formed upon the reorganization of Telecomunicacoes Brasileiras
S.A.--Telebras ("Telebras"), a corporation organized under the laws of Brazil
that, together with its operating subsidiaries (the "Telebras System"), was
the primary supplier of public telecommunications services in Brazil. On May
22, 1998, the shareholders of Telebras approved the restructuring of the
Telebras System to form, in addition to Telebras, twelve new
telecommunications companies (the "New Holding Companies") by means of a
procedure under Brazilian corporate law called cisao or "split-up". The New
Holding Companies were allocated substantially all the assets and liabilities
of Telebras, including the shares held by Telebras of the operating
subsidiaries of the Telebras System. The New Holding Companies, together with
their respective subsidiaries, comprise (a) three regional fixed-line
operators, (b) eight regional cellular operators and (c) one domestic and
international long-distance operator. The restructuring of the Telebras System
into the New Holding Companies and their respective subsidiaries is referred
to in this Registration Statement on Form 20-F (the "Registration Statement")
as the "Breakup" of Telebras. See "Description of Business--Background" and
"--The Company."
The Registrant is one of the New Holding Companies formed upon the Breakup
of Telebras. In the Breakup, all of the share capital held by Telebras in
Telegoias Celular S.A. ("Telegoias Cellular"), Telems Celular S.A. ("Telems
Cellular"), Telemat Celular S.A. ("Telemat Cellular"), Teleron Celular S.A.
("Teleron Cellular"), Teleacre Celular S.A. ("Teleacre Cellular") and
Telebrasilia Celular S.A. (""Telebrasilia Cellular") (together, the
"Subsidiaries") was transferred to the Registrant. Substantially all of the
Registrant's assets are shares of operating subsidiaries. The Registrant
relies almost exclusively on dividends from its subsidiaries to meet its need
for cash, including for the payment of dividends to its shareholders. See
"Management's Discussion and Analysis of Financial Condition and Revenues and
Expenses--Liquidity and Capital Resources." The Subsidiaries supply cellular
telecommunications services in the Brazilian states of Goias, Mato Grosso do
Sul, Mato Grosso, Rondonia, Acre, Tocantins and the Federal District
respectively. The Subsidiaries were each formed on January 5, 1998 and on
January 30, 1998, each of Telecomunicacoes de Goias S.A. ("Telegoias"),
Telecomunicacoes de Mato Grosso do Sul S.A. ("Telems"), Telecomunicacoes do
Mato Grosso S.A. ("Telemat"), Telecomunicacoes de Rondonia S.A. ("Teleron"),
Telecomunicacoes do Acre S.A. ("Teleacre") and Telecomunicacoes de Brasilia
S.A. (""Telebrasilia'') (together, the "Predecessor Companies"), respectively,
spun off the assets and liabilities associated with its cellular
telecommunications operations to the Subsidiaries, effective January 1, 1998.
See "Description of Business--The Company."
Substantially all of the Registrant's assets are shares of its operating
subsidiaries. The Registrant relies almost exclusively on dividends from its
subsidiaries to meet its needs for cash, including for the payment of
dividends to its shareholders. See "Management's Discussion and Analysis of
Financial Condition and Revenues and Expenses--Liquidity and Capital
Resources."
As used herein, the "Company" refers to the Registrant and its consolidated
Subsidiaries.
PRESENTATION OF FINANCIAL INFORMATION
FINANCIAL STATEMENTS AND MINORITY INTERESTS
The audited consolidated statements of financial condition included herein
as of December 31, 1996 and 1997 and the related consolidated statements of
revenues and expenses, net interdivisional cash distribution (receipt) and
changes in divisional equity for each of the years ended December 31, 1995,
1996 and 1997 (including the notes thereto, the "Consolidated Financial
Statements") present the financial condition and revenues and expenses of the
Registrant and the consolidated cellular telecommunications businesses of the
Predecessor Companies, which were spun off into the Registrant's subsidiaries
Telegoias Cellular, Telems
ii
<PAGE>
Cellular, Telemat Cellular, Teleron Cellular, Teleacre Cellular and
Telebrasilia Cellular, effective January 1, 1998. The portion of the
consolidated equity and income before interest income, unallocated interest
expense and taxes of the Company attributable to shareholders of the Company
other than Telebras at December 31, 1996 and 1997, and for each of the years
in the three year period ended December 31, 1997 is reflected as "minority
interests" in the Consolidated Financial Statements. At December 31, 1997,
such minority shareholders directly and indirectly owned 16.2%, 4.0%, 8.1%,
8.7%, 6.0% and 18.6% of the share capital of Telegoias, Telems, Telemat,
Teleron, Teleacre and Telebrasilia, respectively. Substantially all such share
capital is comprised of preferred shares originally issued from time to time
by the Predecessor Companies in connection with their auto-financing
activities. The consideration paid for such preferred shares was the higher of
market or book value at the time of issuance, for shares issued after August
1996, and book value for shares issued prior to August 1996. A secondary
trading market has developed in such preferred shares in which institutional
and other investors participate. For a discussion of such auto-financing
activities, see "Management's Discussion and Analysis of Financial Condition
and Revenues and Expenses--Revenues and Expenses for the years ended December
31, 1995, 1996 and 1997--Minority interests."
Cash and certain nonspecific debt relating to the cellular
telecommunications operations of the Predecessor Companies could not be
segregated from the Predecessor Companies prior to December 31, 1997 and such
amounts are not reflected in the Consolidated Financial Statements. As a
result, interest income, unallocated interest expense and taxes relating to
the cellular telecommunications businesses of the Predecessor Companies could
not be identified and reflected in the Consolidated Financial Statements. See
"Management's Discussion and Analysis of Financial Condition and Revenues and
Expenses--Revenues and Expenses for the years ended December 31, 1995, 1996
and 1997--Allocated interest expense."
FORMATION OF REGISTRANT
The formations of the Registrant and its Subsidiaries have been accounted
for as a reorganization of entities under common control in a manner similar
to a pooling of interests. The assets and liabilities of the cellular
telecommunications businesses of the Predecessor Companies were transferred to
the Subsidiaries of the Registrant at their indexed historical cost. The
revenues and expenses associated with such assets and liabilities were
allocated to the Subsidiaries of the Registrant. Separate records of revenues
from the cellular telecommunications businesses of the Predecessor Companies
were maintained historically. Accordingly, actual amounts were also allocated
for the periods included herein. The Consolidated Statements of Revenues and
Expenses and Net Interdivisional Cash Distribution (Receipt) have been
prepared to include the historical activity related to the assets and
liabilities transferred. The Consolidated Financial Statements are not
necessarily indicative of what would have been the financial condition and
revenues and expenses of the Company as of December 31, 1996 and 1997, and for
the three year period ended December 31, 1997 had the cellular
telecommunications businesses of the Predecessor Companies been separate legal
entities during such periods. See "Description of Business--Background," "--
The Company" and Notes 1, 2 and 23 to the Consolidated Financial Statements.
At the May 22, 1998 Telebras shareholders' meeting, the shareholders
approved a specific structure for the shareholders' equity of each New Holding
Company, which included an allocation of a portion of the retained earnings of
Telebras. In this manner, the balances of capital, reserves and retained
earnings, together with the corresponding assets and liabilities, for the
formation of Tele Centro Oeste Celular Participacoes S.A were established.
After Telebras retained within its own shareholders' equity sufficient
retained earnings from which to pay certain dividends and other amounts.
Telebras allocated to each New Holding Company the balance of its retained
earnings in proportion to the total net assets allocated to each such Company.
This value of allocated retained earnings does not represent the historical
retained earnings of the New Holding Companies. The assets which were spun-off
from Telebras, in addition to its investment in the operating subsidiaries,
resulted in an increase of R$16,054 thousand in relation to the Company's
historical divisional equity. See Note 23 to the Consolidated Financial
Statements. Allocated retained earnings and future retained earnings will be
the basis from which future dividends will be payable.
iii
<PAGE>
EFFECTS OF INFLATION
The Consolidated Financial Statements contained herein were prepared in
accordance with generally accepted accounting principles in Brazil ("Brazilian
GAAP") and are presented in Brazilian reais. Pursuant to Brazilian GAAP, the
Consolidated Financial Statements and the other financial information
presented herein recognize certain effects of changes in the purchasing power
of Brazilian currency due to inflation and, unless otherwise specified, have
been indexed and expressed in constant reais of December 31, 1997 purchasing
power by using the daily changes or the monthly average values of the Unidade
Fiscal de Referencia (the Tax Reference Unit or the "UFIR") through December
31, 1995. See Note 2a to the Consolidated Financial Statements.
Until December 31, 1995, the relevant inflation index selected by the
Comissao de Valores Mobiliarios (the Brazilian Securities Commission or
"CVM"), and the one used for the constant currency method under Brazilian
GAAP, was the UFIR. Effective January 1, 1996, the CVM no longer requires
Brazilian companies to restate their financial statements for reporting
purposes in constant currency by indexing historical amounts using the UFIR.
Restatement in constant currency is now optional and any general price index
may be used. The Brazilian Institute of Accountants has recommended that the
Indice Geral de Precos--Mercado (the General Prices Index-Market or the "IGP-
M") be used for this purpose. The Company's management believes that the IGP-M
is the most appropriate measure of general price inflation in Brazil and has
elected the IGP-M for purposes of preparing its financial statements in
accordance with the constant currency method as of January 1, 1996.
In July 1997, the three-year cumulative inflation rate for Brazil fell below
100%; however, for accounting purposes, the constant currency method has
continued to be applied. The Brazilian Institute of Accountants has not yet
published definitive rules regarding when the constant currency method of
accounting may no longer be used to prepare financial statements. If the
Brazilian Institute of Accountants determines that the constant currency
method may no longer be used to prepare financial statements beginning January
1, 1998, the restated balances of nonmonetary assets and liabilities of the
Company as of December 31, 1997 will become the new basis for accounting, and
income statement items will no longer be restated for inflation.
CURRENCY TRANSLATIONS
All references herein to (i) the "real," "reais" or "R$" are to Brazilian
reais (plural) and to the Brazilian real (singular), the official currency of
Brazil and (ii) "U.S. dollars," "dollars" or "US$" are to United States
dollars. As of July 1, 1994, the denomination of the Brazilian currency unit
was changed to the real from the cruzeiro real (each real being equal to 2,750
cruzeiros reais at such time). All amounts in cruzeiros reais have been
restated in reais in this Registration Statement. Certain amounts herein may
not sum due to rounding.
This Registration Statement contains translations of certain real amounts
into U.S. dollars solely for the convenience of the reader. These translations
should not be construed as representations that the real amounts actually
represent such U.S. dollar amounts or could be or could have been converted
into U.S. dollars at the rate indicated. Unless otherwise indicated, such U.S.
dollar amounts have been translated from reais at the commercial buying rate
for the purchase of U.S. dollars (the "Commercial Market Rate") published by
Banco Central do Brasil (the "Central Bank of Brazil") for December 31, 1997,
which was R$1.1164 to US$1.00. The noon buying rate in New York City for cable
transfers in reais as certified by the Federal Reserve Bank of New York has
not been consistently reported for Brazilian currency during the periods for
which data are presented in this Registration Statement. See "Exchange Rates"
for information regarding rates of exchange.
MARKET INFORMATION
Upon the Breakup of Telebras, holders of common and preferred Telebras
shares ("Telebras Common Shares" and "Telebras Preferred Shares" and,
together, "Telebras Shares") were deemed under Brazilian law to own, in
addition to such Telebras Shares, one common or preferred share, as
applicable, of each New Holding Company for each such Telebras Share held by
them. Following the Breakup and until September 21, 1998, the Telebras Common
Shares and the common shares of the New Holding Companies traded only as a
unit on the
iv
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Bolsa de Valores de Sao Paulo (the "Sao Paulo Stock Exchange"), the Bolsa de
Valores do Rio de Janeiro (the "Rio de Janeiro Stock Exchange") and the seven
other Brazilian stock exchanges (together with the Sao Paulo Stock Exchange
and the Rio de Janeiro Stock Exchange, the "Brazilian Stock Exchanges").
Similarly, the Telebras Preferred Shares and the preferred shares of the New
Holding Companies traded only as a unit on the Brazilian Stock Exchanges
during this period. Telebras American Depositary Shares ("Telebras ADSs"),
each originally representing ownership of 1,000 Telebras Preferred Shares,
have continued to trade on the New York Stock Exchange, Inc. (the "NYSE"),
except that since the Breakup, each Telebras ADS has represented 1,000
Telebras Preferred Shares and 1,000 preferred shares of each of the New
Holding Companies. On September 21, 1998, the common shares and preferred
shares of each New Holding Company were distributed in Brazil and commenced
trading separately on the Brazilian Stock Exchanges. It is expected that
during the fourth quarter of 1998 American Depositary Shares representing
preferred shares of each New Holding Company will be issued and will commence
trading separately on the NYSE. See "Nature of Trading Market" and
"Description of Securities to be Registered--Description of American
Depositary Receipts in respect of Preferred Shares."
References herein to the "Preferred Shares" and "Common Shares" are to the
preferred shares and common shares, respectively, of the Registrant.
References to the American Depositary Shares or "ADSs" are to American
Depositary Shares, each representing 3,000 Preferred Shares. The ADSs will be
evidenced by American Depositary Receipts ("ADRs").
v
<PAGE>
GLOSSARY OF TERMS
The following explanations are not intended as technical definitions, but to
assist the general reader to understand certain terms as used in this
Registration Statement.
Access charge: Amount paid per minute charged by network operators for the
use of their network by other network operators. Also known as an
"interconnection charge" or "network usage charge".
Access gates: The points of interface between the network equipment (either
dedicated or switched) and the transmission media that connect network
equipment to the end user. The quantity of service is directly related to the
quantity of network access gates.
AMPS (Advanced Mobile Phone Service): An analog cellular telephone service
standard utilizing the 850 MHz band, in use in North America, parts of South
America, Australia and various other areas.
Analog: A mode of transmission or switching which is not digital, e.g., the
representation of voice, video or other modulated electrical audio signals
which are not in digital form.
Analog network: A network using analog technology with circuit switching,
capable of connecting one user with all the users, but with limited
transmission capacity.
ATM (Asynchronous Transfer Mode): A broadband switching technology that
permits the use of one network for different kinds of information (e.g.,
voice, data and video).
Automatic international roaming: A service which permits a subscriber to use
his or her cellular phone on a foreign cellular operator's network. The
subscriber may receive calls made to the subscriber's regular cellular number
(such calls are "automatically" passed to the foreign operator's network).
Band A Operator: A former Telebras cellular operating subsidiary that has
been granted a concession to provide cellular telecommunications services in a
particular area within a radio spectrum frequency range referred to by Anatel
as "Band A".
Band B Operator: A cellular operator that has been granted a concession to
provide cellular telecommunications services in a particular area within a
radio spectrum frequency range referred to by Anatel as "Band B".
Base station: In cellular mobile telecommunications, a radio
transmitter/receiver that maintains communications with the cellular
telephones within a given cell. Each base station in turn is interconnected
with other base stations and with the public switched telephone network.
Broadband services: Services characterized by a transmission speed of 2
Mbit/s or more. According to international standards, these services are
divided into two categories: (i) Interactive services, including
videotelephone/videoconferencing (both point-to-point and multipoint);
videomonitoring; interconnection of local networks; file transfer; CAD;
highspeed fax; e-mail for moving images or mixed documents; broadband
videotext; video on demand; retrieval of sound programs or fixed and moving
images; and (ii) Broadcast services, such as sound programs, television
programs (including high-definition TV and pay TV) and selective document
acquisition.
CATV (Cable television): Cable or fiber-based distribution of TV programs.
CDMA (Code Division Multiple Access): A standard of digital cellular
technology.
Cell: The geographic area covered by a single base station in a cellular
mobile phone system.
vi
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Cell splitting: The process of dividing cells into smaller coverage areas by
reducing their power output and the antenna height of the station transmitter.
Cell splitting increases capacity in a particular area by allowing for the
further reuse of frequencies by a mobile communications system.
Cellular service: A mobile telephone service provided by means of a network
of interconnected low-powered base stations, each of which covers one small
geographic cell within the total cellular system service area.
Channel: One of a number of discrete frequency ranges utilized by a base
station.
Digital: A mode of representing a physical variable such as speech using
digits 0 and 1 only. The digits are transmitted in binary form as a series of
pulses. Digital networks allow for higher capacity and higher flexibility
through the use of computer-related technology for the transmission and
manipulation of telephone calls. Digital systems offer lower noise
interference and can incorporate encryption as a protection from external
interference.
Digital penetration: The substitution of equipment capable of transmitting
digital signals for equipment limited to analog transmission.
Exchange: See Switch.
Frame relay: A data transmission service using fast protocols based on
direct use of transmission lines.
Internet: A collection of interconnected networks spanning the entire world,
including university, corporate, government and research networks from around
the globe. These networks all use the IP (Internet Protocol) communications
protocol.
ISDN (Integrated Services Digital Network): A system in which several
services (e.g., speech and data) may be simultaneously transmitted end-to-end
in digital form.
Leased high-speed data communication: The digital exchange of information at
speeds exceeding 64Kbps transmitted through mediums that are leased to users
for their exclusive use.
Local loop: The system used to connect the subscriber to the nearest switch.
It generally consists of a pair of copper wires, but may also employ fiber-
optic circuits, microwave links or other technologies.
Manual international roaming: A service that permits a subscriber to use his
or her cellular phone on a foreign cellular operator's network. The subscriber
may only receive calls made to a temporary number issued to the subscriber by
the foreign operator for use while roaming.
Microcells: A small cell covered by a low-power base station. Microcells can
cover small areas such as a single building.
Network: An interconnected collection of elements. In a telephone network,
these consist of switches connected to each other and to customer equipment.
The transmission equipment may be based on fiber optic or metallic cable or
point-to-point radio connections.
Network usage charge: Amount paid per minute charged by network operators
for the use of their network by other network operators. Also known as an
"access charge" or "interconnection charge."
Optical fiber: A transmission medium which permits extremely high
capacities. It consists of a thin strand of glass that provides a pathway
along which waves of light can travel for telecommunications purposes.
vii
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Packet-switched data communication services: Data services based on
parceling or breaking the data stream into packets and switching the
individual packets. Information transmitted is segmented into cells of a
standardized length, which are then transmitted independently of one another,
allowing maximization of available capacity and usage of a single transmission
path for multiple communications. The cells are then reassembled upon reaching
their destination.
PBX (Private Branch Exchange): Telephone switchboard for private use, but
linked to the national telephone network.
Penetration: The measurement of the take-up of services. As of any date, the
penetration is calculated by dividing the number of subscribers by the
population to which the service is available and multiplying the quotient by
100.
Private leased circuits: Voice, data or image transmission mediums leased to
users for their exclusive use.
PSTN (Public Switched Telephone Network): The public telephone network that
delivers basic telephone service and, in certain circumstances, more advanced
services.
Repeaters: A device that amplifies an input signal for retransmission.
Roaming: A function that enables cellular subscribers to use their cellular
phone on networks of operators other than the one with which they signed their
initial contract.
Satellite services: Satellites are used, among other things, for links with
countries that cannot be reached by cable or to provide an alternative to
cable and to form closed user networks.
SDH (Synchronous Digital Hierarchy): A hierarchical set of digital transport
structures, standardized for the transport of suitably adapted payloads over
physical transmission networks.
Sectorization: The process of dividing cells into sectors by using
directional antennae at the base station. Sectorization reduces co-channel
interference which permits smaller cells and increases network capacity.
Switch: These are used to set up and route telephone calls either to the
number called or to the next switch along the path. They may also record
information for billing and control purposes.
TDMA (Time Division Multiple Access): A standard of digital cellular
technology.
Universal service: The obligation to supply basic service to all users
throughout the national territory at reasonable prices.
Value Added Services: Value Added Services provide additional functionality
to the basic transmission services offered by a telecommunications network.
viii
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EXCHANGE RATES
There are two legal foreign exchange markets in Brazil--the commercial rate
exchange market (the "Commercial Market") and the floating rate exchange
market (the "Floating Market"). The Commercial Market is reserved primarily
for foreign trade transactions and transactions that generally require prior
approval from Brazilian monetary authorities, such as the purchase and sale of
registered investments by foreign persons and related remittances of funds
abroad. Purchases and sales of foreign exchange in the Commercial Market may
be carried out only through a financial institution in Brazil authorized to
buy and sell currency in that market. As used herein, the "Commercial Market
Rate" for any day is the commercial selling rate for Brazilian currency into
U.S. dollars, as reported by the Central Bank of Brazil. As used herein, the
"Floating Market Rate" is the prevailing selling rate for Brazilian currency
into U.S. dollars which applies to transactions to which the Commercial Market
Rate does not apply, as reported by the Central Bank of Brazil. Prior to the
implementation of the Real Plan, the Commercial Market Rate and the Floating
Market Rate differed significantly at times. Since the introduction of the
real, the two rates have not differed significantly, although there can be no
assurance that there will not be significant differences between the two rates
in the future. Both the Commercial Market Rate and the Floating Market Rate
are freely negotiated but are strongly influenced by the Central Bank of
Brazil.
On July 1, 1994 the real replaced the cruzeiro real as the unit of Brazilian
currency, with each real being equal to 2,750 cruzeiros reais. The issuance of
reais was initially subject to quantitative limits backed by a corresponding
amount of U.S. dollars in resources, but the Federal Government subsequently
expanded those quantitative limits and allowed the real to float, with parity
between the real and the U.S. dollar (R$1.00 to US$1.00) as a ceiling. On
March 6, 1995, the Central Bank of Brazil announced that it would intervene in
the market and buy or sell U.S. dollars, and established a trading band (faixa
de flutuacao) for the Commercial Market Rate (which is defined through
auction) within which the exchange rate between the real and the U.S. dollar
could fluctuate. The Central Bank of Brazil initially set the band with a
floor of R$0.86 per US$1.00 and a ceiling of R$0.90 per US$1.00 and provided
that, from and after May 2, 1995, the band would fluctuate between R$0.86 and
R$0.98 per US$1.00. Shortly thereafter, the Central Bank of Brazil issued a
new directive providing that the band would be between R$0.88 and R$0.93 per
US$1.00. On June 22, 1995, the Central Bank of Brazil issued another directive
providing that the band would be between R$0.91 and R$0.99 per US$1.00 and
subsequently reset the band on January 30, 1996 to between R$0.97 and R$1.06
per US$1.00. Upon resetting the band on January 30, 1996, the Central Bank of
Brazil adjusted the exchange rate within such band on a number of occasions,
generally in increments of R$0.001, by means of buying and selling U.S.
dollars in electronic auctions. On February 18, 1997, the band was reset by
the Central Bank of Brazil to float between R$1.05 and R$1.14 per US$1.00. On
May 5, 1998, the band was reset by the Central Bank of Brazil to float between
R$1.12 and R$1.22 per US$1.00. As of October 23, 1998, the trading band has
not been reset by the Central Bank of Brazil. There can be no assurance that
the band will not be altered in the future or that the real will maintain its
current exchange rate in future periods.
The following table sets forth the Commercial Market Rate expressed in reais
per U.S. dollar for the periods and dates indicated. Prior to July 14, 1994,
the Federal Reserve Bank of New York did not publish a noon buying rate for
customs purposes in the City of New York for cable transfers in the real and
its predecessor currencies (the "Noon Buying Rate").
<TABLE>
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COMMERCIAL MARKET RATE:
NOMINAL REAIS PER US$1.00(1)
-----------------------------------
YEAR ENDED DECEMBER 31,(1) LOW HIGH AVERAGE(2) PERIOD-END
- -------------------------- ------ ------ ---------- ----------
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1993....................................... 0.0044 0.1186 0.0369 0.1186
1994....................................... 0.1204 0.9815 0.6754 0.8490
1995....................................... 0.8340 0.9726 0.9227 0.9726
1996....................................... 0.9726 1.0394 1.0080 1.0394
1997....................................... 1.0395 1.1164 1.0555 1.1164(3)
1998 (through October 23).................. 1.1165 1.1911 1.1560 1.1911
</TABLE>
- --------
Source: Central Bank of Brazil
(1) Amounts expressed in nominal reais have been translated from the
predecessor Brazilian currencies in effect during the relevant period at
the rates of exchange at the times the successor currencies became the
lawful currency of Brazil.
(2) Represents the average of the month-end exchange rates during the relevant
period.
(3) The Noon Buying Rate on December 31, 1997 was R$1.1165 per U.S. dollar.
ix
<PAGE>
PART I
ITEM 1: DESCRIPTION OF BUSINESS
BACKGROUND
TELEBRAS AND THE TELEBRAS SYSTEM
Until 1972, telephone services in Brazil were provided by more than 900
independent companies, which supplied non-integrated basic telephone services.
Telebras was incorporated on November 9, 1972, pursuant to special
legislation, for the principal purposes of (i) acting as a holding company for
operating companies providing public telecommunications services in Brazil and
(ii) implementing the policies of the federal government of Brazil (the
"Federal Government") in the modernization and expansion of the Brazilian
telecommunications system. Between 1972 and 1975, Telebras, through its
subsidiaries, acquired almost all the other telephone companies in Brazil.
Telebras and its operating subsidiaries are referred to collectively herein as
the "Telebras System." Only four operating companies remained outside the
Telebras System at December 31, 1997, representing approximately 9% of all
lines in service in Brazil at that date. Telebras is controlled by the Federal
Government and the operations of the Telebras System are subject to regulation
by the Federal Government. The operating subsidiaries of Telebras were
controlled by the Federal Government until August 4, 1998. See "--Regulatory
Reform and Privatization."
At December 31, 1997, Telebras, through 28 operating subsidiaries, was the
primary supplier of public telecommunications services in Brazil. Empresa
Brasileira de Telecomunicacoes S.A.--Embratel ("Embratel"), a subsidiary of
Telebras, owned and operated all of the interstate and international telephone
transmission facilities in Brazil. Through the other 27 operating
subsidiaries, the Telebras System was the primary provider of local and
intrastate telecommunications service and the leading provider of cellular
mobile telephone service. The Telebras System also provided
telecommunications-related services such as data communication, sound and
image transmission and other value-added services throughout Brazil. On
January 30, 1998, each of the operating subsidiaries other than Embratel and
Companhia Telefonica da Borda do Campo--CTBC spun off its cellular telephone
operations as of January 1, 1998 into a separate company.
In 1997, Telebras was the second largest company in Brazil as measured by
gross revenues of R$20.7 billion.
REGULATORY REFORM AND PRIVATIZATION
Beginning in 1995, the Federal Government undertook a comprehensive reform
of Brazilian regulation of the telecommunications industry. In August 1995,
the federal Constitution was amended to permit the Federal Government to grant
concessions to private companies to provide telecommunications services. In
July 1997, the federal Congress adopted Law No. 9,472 of July 16, 1997, the
Lei Geral de Telecomunicacoes (the "Telecommunications Law"), which provided
for the establishment of a new regulatory framework, the introduction of
competition and the privatization of the Telebras System. The
Telecommunications Law established an independent regulatory agency called
Agencia Nacional de Telecomunicacoes ("Anatel"), which has begun to adopt a
series of regulatory enactments that implement the provisions of the
Telecommunications Law (together with the regulations, decrees, orders and
plans issued by the President of Brazil on telecommunications, the
"Telecommunications Regulations"). See "--Regulation of the Brazilian
Telecommunications Industry."
On May 22, 1998, in preparation for the privatization of the Telebras
System, the Telebras System was restructured to form, in addition to Telebras,
the twelve New Holding Companies. Virtually all the assets and liabilities of
Telebras were allocated to the New Holding Companies which, together with
their respective subsidiaries, comprise (a) three regional fixed-line
operators, (b) eight regional cellular operators (including the Company) and
(c) one domestic and international long-distance operator. Prior to the
Breakup of the Telebras System, Embratel provided all interstate telephone
service and the other subsidiaries of Telebras provided fixed-line and
cellular service in their respective territories which, subject to limited
exceptions, corresponded to the separate Brazilian states. Following the
Breakup, each of the eight cellular operators provides cellular telephone
1
<PAGE>
service on Band A in one of eight regions into which Brazil has been divided
for purposes of cellular telephone service and each of the three fixed-line
operators provides local fixed-line telephone service and intra-regional long-
distance fixed-line telephone service in one of three regions into which
Brazil has been divided for the purposes of fixed-line telephone service.
On July 29, 1998, the Federal Government sold to twelve buyers (the "New
Controlling Shareholders") its rights to receive shares of the twelve New
Holding Companies upon the distribution of such shares. The total
consideration to be paid to the Federal Government for the twelve New Holding
Companies is R$22.1 billion. In connection with this sale, the Federal
Government assigned to the New Controlling Shareholders substantially all its
economic and voting rights with respect to the New Holding Companies and, as a
consequence, the New Controlling Shareholders now control the New Holding
Companies. Following the distribution of the shares of the New Holding
Companies, Telebras is expected to be delisted from the New York Stock
Exchange and liquidated.
The New Controlling Shareholder of the Registrant is Splice do Brasil,
through its subsidiary BID S.A. ("Splice"). For a description of the business
activities of Splice, see "Control of Registrant." Splice agreed to pay R$440
million for the Federal Government's stake in the Registrant, R$176 million of
which was paid on August 4, 1998 and the remainder of which will be paid in
two equal installments over the next two years. The entire proceeds of the
sale of the Federal Government's stake in the Registrant will be retained by
the Federal Government.
On August 20, 1998, Brazil's Minister of Communications determined that
Telebras would be dissolved and liquidated. The Minister announced that
Telebras will prepare, within the next twelve months, a liquidation plan to be
submitted to a shareholders' meeting convened to approve the dissolution of
Telebras and its subsequent liquidation.
The adoption of the Telecommunications Law and Telecommunications
Regulations has led, and the privatization of the Telebras System will lead,
to sweeping changes in the operating, regulatory and competitive environment
for Brazilian telecommunications. The changes include (i) the establishment of
an independent regulator and the development of comprehensive regulation of
the telecommunications sector, (ii) the Breakup of Telebras, (iii) the sale of
a controlling interest in the Registrant to one or more new investors and (iv)
the introduction of competition in the provision of all telecommunications
services. All of these developments will materially affect the Company and the
other New Holding Companies, and the Company cannot predict the effects of
these changes on its business, financial condition, results of operations or
prospects. The extensive changes in the structure and regulation of the
Brazilian telecommunications industry must also be carefully considered in
reviewing historical information and in evaluating the future financial and
operating performance of the Company.
BAND A AND BAND B
Brazilian regulation allows cellular services to be offered within two
frequency ranges of the radio spectrum. These two frequency ranges are
referred to as "Band A" and "Band B" by Anatel. Band A is the frequency range
used by all of the former companies of the Telebras System, including the
Company, and by four independent companies that operate in discrete
geographical areas not covered by Telebras System. Band B is the frequency
range used by all new competitors. No cellular operators may offer services
outside of Band A and Band B and no more than one operator may provide
cellular service within a given geographical area for each of Band A and Band
B. To the extent that the geographic areas represented by Band B concessions
differ from the region in which the Company operates, more than one Band B
operator may compete with the Company (although each of such Band B operators
would be operating within a distinct geographical area and not competing with
each other). See "--Regulation of the Brazilian Telecommunications Industry--
Concessions and Licenses."
THE COMPANY
The Company is one of two providers of cellular telecommunications in the
states of Goias, Mato Grosso do Sul, Mato Grosso, Rondonia, Acre, Tocantins
and the Federal District (the "Region"). Since the Company began to offer
cellular telecommunications services in December 1991, there has been
significant growth in subscriber levels and revenue. At December 31, 1996 and
December 31, 1997, the Company had approximately 299,000 and 374,000
subscribers, respectively. From December 31, 1994 to December 31, 1997, the
Company's
2
<PAGE>
penetration level, or proportion of the population of the Region that
subscribes to the Company's cellular service, increased from 0.6% to 2.8% of
the population of the Region. See "--Network Coverage and Usage."
The Registrant is one of the New Holding Companies formed on May 22, 1998 as
part of the Breakup of Telebras and holds interests in a number of companies
which conduct the cellular operations of certain former Telebras operating
subsidiaries. At June 30, 1998, the Registrant held the following interests:
(i) 83.8% of the share capital (including 80.4% of the voting stock) of
Telegoias Celular S.A. ("Telegoias Cellular"), which conducts the cellular
operations previously conducted by Telecomunicacoes de Goias S.A.--Telegoias
("Telegoias"), (ii) 96.0% of the share capital (including 98.9% of the voting
stock) of Telems Celular S.A. ("Telems Cellular"), which conducts the cellular
operations previously conducted by Telecomunicacoes do Mato Grosso do Sul
S.A.--Telems ("Telems"), (iii) 91.9% of the share capital (including 98.4% of
the voting stock) of Telemat Celular S.A. ("Telemat Cellular"), which conducts
the cellular operations previously conducted by Telecomunicacoes do Mato
Grosso S.A.--Telemat ("Telemat"), (iv) 91.3% of the share capital (including
97.3% of the voting stock) of Teleron Celular S.A. ("Teleron Cellular"), which
conducts the cellular operations previously conducted by Telecomunicacoes de
Rondonia S.A.--Teleron ("Teleron"), (v) 94.0% of the share capital (including
98.7% of the voting stock) of Teleacre Celular S.A. ("Teleacre Cellular"),
which conducts the cellular operations previously conducted by
Telecomunicacoes do Acre S.A.--Teleacre ("Teleacre") and (vi) 81.4% of the
share capital (including 80.9% of the voting stock) of Telebrasilia Celular
S.A. ("Telebrasilia Cellular"), which conducts the cellular operations
previously conducted by Telecomunicacoes de Brasilia S.A.--Telebrasilia
("Telebrasilia"). See "Presentation of Information--Overview."
The business of the Company is to furnish cellular telephone services and
engage in all activities related thereto in accordance with the concessions
granted to the Predecessor Companies by the Federal Government on November 4,
1997 (the "Concessions") and related approvals and authorizations. The
Concessions expire on the following dates: July 24, 2006 (Federal District),
October 29, 2008 (Goias and Tocantins), March 30, 2009 (Mato Grosso), July 15,
2009 (Acre), July 21, 2009 (Rondonia) and September 28, 2009 (Mato Grosso do
Sul). Each Concession may be renewed, provided the Company has complied with
its obligations under the Concession, at the discretion of Anatel for 15-year
terms upon the Company giving 30 months notice prior to the expiration date
and negotiating a renewal fee. See "--Regulation of the Brazilian
Telecommunications Industry." In addition, on October 19, 1998 the Company as
part of Tele Centro Oeste/Inepar, a consortium comprised of (i) Inepar S.A.
Industria e Construcoes (50%) and (ii) Tele Centro Oeste Celular Participacoes
S.A. (50%), was awarded a license to provide cellular services on Band B in
competition with Tele Norte Celular Participacoes S.A. Tele Centro
Oeste/Inepar plans to commence providing digital cellular service in this area
in April 1999. The Ministry of Communications has granted cellular concessions
to certain former Telebras operating subsidiaries ("Band A Operators") and to
certain new entrants ("Band B Operators"). The Band A Operators and the Band B
Operators will compete against each other in different regions in Brazil. The
Company is a Band A Operator and competes against Americel, S.A. ("Americel"),
a Band B Operator, in the Region. Americel commenced offering its competing
cellular service in the Region in November 28, 1997. See "--Competition."
The following table sets forth the contribution made by each of the
Subsidiaries to the Company's net operating revenues and income before
interest income, unallocated interest expense and taxes in 1997:
<TABLE>
<CAPTION>
% OF INCOME
BEFORE INTEREST INCOME,
% OF NET UNALLOCATED
OPERATING INTEREST EXPENSE
OPERATING COMPANY REVENUES AND TAXES
----------------- --------- -----------------------
<S> <C> <C>
Telebrasilia Cellular................... 38.0 43.9
Telegoias Cellular...................... 27.4 19.3
Telemat Cellular........................ 15.8 17.8
Telems Cellular......................... 14.1 14.4
Teleron Cellular........................ 3.3 2.9
Teleacre Cellular....................... 1.4 1.7
</TABLE>
The Company's headquarters are located at SCN-Quadra CN2, 2(degrees) Andar,
Sala 201, Brasilia-DF, 70710-500, Brazil, and its telephone number is 55-61-
325-2621.
3
<PAGE>
THE REGION
The Region covers an area of 2,270,586 square kilometers, representing
approximately 26.6% of the total area of Brazil. The Region has 17
metropolitan areas with populations in excess of 100,000 people.
Set forth below is a map showing the location of the Region within Brazil.
[MAP OF BRAZIL]
4
<PAGE>
The following table sets forth the various statistics relating to each state
in the Region as of December 31, 1997.
<TABLE>
<CAPTION>
% OF
POPULATION BRAZIL'S % OF BRAZIL'S PER CAPITA
STATE (IN MILLIONS) POPULATION GDP INCOME
----- ------------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
Federal District........... 1.9 1.2 2.4 R$9,847
Goias...................... 4.5 2.8 2.3 R$3,852
Tocantins.................. 1.1 0.7 0.2 R$1,460
Mato Grosso................ 2.3 1.4 1.4 R$4,515
Mato Grosso do Sul......... 1.9 1.2 1.1 R$4,434
Rondonia................... 1.3 0.8 0.6 R$3,583
Acre....................... 0.5 0.3 0.2 R$3,629
---- --- --- -------
Region..................... 13.5 8.5 8.2 R$4,830
==== === === =======
</TABLE>
The Company's business, financial condition, results of operations and
prospects depend on the performance of the Brazilian economy and the economy
of the Region, in particular. See --"Brazilian Economic Environment."
SERVICES
The Company currently offers cellular service to its subscribers pursuant to
its Basic Service Plan. See "--Rates" and "--Regulation of the Brazilian
Telecommunications Industry--Rate Regulation." At present, the Company offers
primarily analog cellular service. However, the Company has commenced offering
digital cellular service based on Time Division Multiple Access ("TDMA")
digital technology in parts of the Region. See "--Network." The Company does
not sell products, such as cellular phones, although it may offer such
products in the future, in particular in connection with the provision of
digital cellular service.
The following table sets forth the major ancillary services offered by the
Company.
<TABLE>
<CAPTION>
SERVICES DESCRIPTION
-------- -----------
<C> <S>
Voice Mail(1)............. A service permitting storage of up to 10 or 15
voice mail messages.
Call Forwarding........... A service permitting calls to be automatically
forwarded to an alternative
telephone number, or selectively forwarded when the
called number is busy or not answered.
Call Waiting.............. A signal alerting user of another in-coming call.
Caller Identification(2).. A service permitting certain types of digital
cellular phones to display
the telephone number of each incoming call.
Three-Way Calling(3)...... A service permitting conference calls among three
parties.
Domestic Roaming.......... A service that provides automatic roaming in all of
the states of Brazil.
International Roaming..... A service that provides automatic roaming services
in Argentina and
Uruguay and manual roaming Paraguay.
</TABLE>
- --------
(1)Not available in Rondonia and Acre.
(2)Not available in Acre and Goias until September, 1998.
(3)Only available in Goias, Acre and Mato Grosso.
The Company offers, in cooperation with other Band A Operators, automatic
roaming services throughout Brazil that allow a subscriber to receive any call
made to the subscriber's number, regardless of the region in which the caller
is located. In the future, the Company will also offer roaming services in
cooperation with the Band B Operators. The Company offers international
roaming in Argentina, Uruguay and Paraguay through agreements with foreign
cellular service providers. See "--Operating Agreements --Roaming Agreements."
5
<PAGE>
The Company also provides cellular service to subscribers of other Band A
Operators roaming in the Region. The Company charges such operators for the
services provided to such subscribers pursuant to roaming agreements entered
into with such operators. See "--Operating Agreements--Roaming Agreements."
The Company offers a 24 hour telephone service to resolve customer service
problems in the Federal District and in the states of Goias and Mato Grosso. A
similar service is offered during reduced hours throughout the remainder of
the Region. The Company can monitor the speed at which calls are being
answered and the abandonment rate resulting from calls not being answered
within a specified period. During 1997, the customer service team answered, on
average, 7869 calls per working day (with an average of 92 seconds per call).
As of June 1998, the Company had 241 customer service attendants and had one
customer service attendant for every 1,771 subscribers.
SALES AND MARKETING
TARGET MARKETS
The Company divides its market into two main segments (i) the business
segment, which consists of businesses with four or more cellular phones and
accounted for 4.4% of the Company's revenues during 1997, and (ii) the
personal segment, which consists of individuals and businesses with less than
four cellular phones and accounted for 95.6% of the Company's revenues during
1997. The Company believes that a significant number of its personal
subscribers use their cellular phones for both personal and business purposes.
The Company varies the manner in which it markets and promotes its services to
these market segments and occasionally develops special plans and services for
particular market segments. The Company also provides additional support
services, such as dedicated account representatives, to certain market
segments.
With respect to individual subscribers, the Company has serviced primarily
those segments of the Brazilian population with high and middle income levels.
According to the Company's research, as of December 31, 1997, approximately
70% of the Company's personal subscribers were male and the average age of the
Company's personal subscribers was 36 years.
The Company conducts credit checks designed to minimize the risk of default
in payment. Pursuant to Company policy, cellular service is provided to all
individual applicants, regardless of the applicant's income level, in the
order in which applications are received. Nonetheless, services can be
interrupted if a subscriber fails to make timely payments.
SALES NETWORK
The Company markets its cellular service through a network of stores
throughout the Region. As of June 1998, the Company had 300 stores in 76
cities, of which ten were operated by the Company, 76 were operated by the
Predecessor Companies (which supply fixed-line telephone services throughout
the Region) and 214 were operated by independent distributors. This network of
stores enables the Company to market and sell its services, and provide after-
sale services to subscribers at convenient locations throughout the Region.
Since March 1998, the Company has selected its independent distributors
based on an assessment of various criteria including number and location of
the distributor's stores, the distributor's expertise, advertising exposure
and ability to offer additional services, and the stability of the
distributor's business. Contracts with independent distributors are entered
into on an exclusive or non-exclusive basis and may be terminated for any
reason including poor service, poor sales performance, disclosure of
confidential information or harming the reputation of the Company by giving at
least 15 days written notice.
Independent distributors receive a commission of at least R$30.00 for each
new subscriber they sign up. The level of commission varies based on
exclusivity, the distributor's sale performance and the extent to which the
distributor satisfies the abovementioned criteria. Distributors also receive
R$15.00 per new subscriber as a contribution towards advertising costs (up to
a maximum of 50% of such costs).
6
<PAGE>
NETWORK COVERAGE AND USAGE
The following table shows the Company's subscriber base as well as coverage
and other statistics at the dates indicated.
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------------
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
Subscribers(1)..................................... 159,232 298,695 373,510
Subscriber growth from prior period................ 109.2% 87.6% 25.0%
Estimated population of Region (in millions)(2).... 13.0 13.2 13.5
Estimated covered population (in millions)(3)...... 6.8 8.0 8.9
Percentage of population of Region covered......... 52.0% 60.1% 66.6%
Regional penetration(4)............................ 1.2% 2.3% 2.8%
Percentage of Region covered....................... 18% 28% 41%
Average monthly incoming minutes of use per
subscriber........................................ 119.7 108.8 124.8
Average monthly outgoing minutes of use per
subscriber........................................ 120.5 112.1 117.8
Average monthly revenues per subscriber (in nominal
reais)(5)......................................... R$108.8 R$111.1 R$105.2
</TABLE>
- --------
(1) Reflects the total number of cellular lines in service at period end.
Separate lines owned by the same person are accounted for as separate
subscribers. The Company had 17,620 and 76,129 subscribers at December 31,
1993 and 1994, respectively.
(2) Population figures have been calculated by the Company based on Brazilian
population census data prepared by Instituto Brasileiro de Geografia e
Estatistica ("IBGE") using the average annual geometric population growth
rate as published by IBGE.
(3)Number of people within the Region that can access the Company's cellular
telephone signal.
(4)Number of subscribers divided by population of the Region.
(5)Net of value added taxes.
Pursuant to its Concessions, the Company has an obligation to provide
cellular service to certain municipalities within the Region within a time
frame determined by reference to the size of such municipalities, as set forth
in the following table. At present, the Company believes it will be able to
meet all such coverage obligations. See "--Regulation of the Brazilian
Telecommunications Industry."
<TABLE>
<CAPTION>
PERCENTAGE OF
MINIMUM COVERAGE MUNICIPALITIES
LEVEL REQUIRED BY REQUIRED TO BE POPULATION OF
NOVEMBER 4, COVERED MUNICIPALITIES
- ------------------ -------------- --------------
<S> <C> <C>
1998................................. 100% over 200,000
1999................................. 100% between 100,000 and 200,000
2000................................. 90% between 75,000 and 100,000
2001................................. 80% between 50,000 and 75,000
2002................................. 70% between 30,000 and 50,000
</TABLE>
RATES
The Company generates cellular telecommunications revenue from (i)
activation fees, which are one-time sign-up charges paid to obtain cellular
service, (ii) usage charges, which include measured service charges based on
tenths of a minute of outgoing calls and roaming and other similar charges,
(iii) monthly subscription charges, (iv) network usage charges, which are the
amounts charged by the Company to other cellular and fixed-line telephone
serve providers for use of the Company's network by such service providers
(e.g., when one of such service provider's subscribers calls one of the
Company's subscribers), and (v) other services and charges, which include
charges for services such as call forwarding and call waiting and fees arising
from the transfer of cellular service from one subscriber to another, fees for
cellular telephone service provided to the Predecessor Companies
7
<PAGE>
and fees paid by subscribers for supplemental services such as call
forwarding, call waiting and call blocking. Rates for the foregoing cellular
telecommunications services provided by the Company are subject to the final
approval of Anatel. The Company submits requests for rate adjustments to
Anatel. See "--Regulation of the Brazilian Telecommunications Industry."
SUBSCRIBER RATES
Since October 1994, cellular telephone service in Brazil, unlike North
America, has been offered on a "calling party pays" basis. Under the policy of
calling party pays, a cellular service subscriber generally pays usage charges
only for calls made by the subscriber. When a Company subscriber makes a call
from within a certain limited area (a "registration area") to a person within
the same registration area, the subscriber pays a certain base rate per minute
("VC1"). If the recipient of the call is outside the registration area from
which the call is made but within the concession region of the cellular
provider for such registration area, the subscriber pays a higher rate
("VC2"). Calls made from within a registration area to a recipient located
outside the concession region in which the registration area is located are
billed at the highest per minute rate ("VC3"). The Company earns VC1, VC2 or
VC3 revenues, as applicable, for all cellular calls originating from the
Region, whether made by a Company subscriber or a subscriber of another
cellular operator that is roaming in the Region. Similarly, when a Company
subscriber makes a cellular call while outside the Region, the VC1, VC2, or
VC3 revenues, as applicable, associated with that call are paid over to the
cellular operator from whose concession region the call is made. See "--
Operating Agreements--Roaming Agreements."
When a Company subscriber makes or receives a call while outside the
registration area in which such subscriber is registered for service (such
subscriber's "Home Registration Area"), the subscriber also pays the Company a
per-call surcharge known as "AD." When a subscriber receives a call while
outside such subscriber's Home Registration Area, the subscriber also pays a
certain per minute rate if the subscriber is located within the Region
("DSL1"), or a higher rate ("DSL2") if the subscriber is located outside the
Region. As of June 1998, the Company's Region consisted of 135 registration
areas, which varied in size depending upon population density.
Measured service charges are discounted 30% for calls made on Saturdays,
Sundays and national holidays and between 9:00 p.m. and 7:00 a.m. Monday
through Friday ("off-peak calls"). The Company imposes a 30% surcharge for all
VC1 calls from a mobile subscriber to another mobile subscriber.
8
<PAGE>
The following table illustrates the average cellular mobile telephone rates
for the Basic Service Plan for each year in the four-year period ended
December 31, 1997 in historical reais. The table does not reflect the effect
of inflation, which significantly reduced the real value of such rates over
the course of the periods presented.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1994 1995 1996 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Basic Service Plan:
Activation fee
Telebrasilia Cellular...................... 143.77 148.93 301.04 315.14(1)
Telegoias Cellular......................... 149.84 162.73 304.56 315.14(1)
Telemat Cellular........................... 294.00 301.84 388.04 330.00(2)
Telems Cellular............................ 301.99 309.55 392.67 330.00(2)
Teleron Cellular........................... 302.00 309.55 392.68 330.00
Teleacre Cellular.......................... 294.00 301.84 388.04 330.00
Monthly subscription fee
Telebrasilia Cellular...................... 15.88 16.33 21.28 24.60(1)
Telegoias Cellular......................... 22.45 22.77 26.37 24.60(1)
Telemat Cellular........................... 22.43 27.76 26.36 25.00
Telems Cellular............................ 40.00 40.00 40.00 25.00
Teleron Cellular........................... 38.10 38.13 38.52 25.00
Teleacre Cellular.......................... 28.12 28.34 30.78 25.00
VC1 (per minute)(3)
Telebrasilia Cellular...................... 0.21(4) 0.21 0.24 0.27
Telegoias Cellular......................... 0.17(4) 0.18 0.22 0.27
Telemat Cellular........................... 0.30(4) 0.30 0.31 0.27
Telems Cellular............................ 0.32(4) 0.32 0.24 0.27
Teleron Cellular........................... 0.32(4) 0.32 0.24 0.27
Teleacre Cellular.......................... 0.32(4) 0.32 0.32 0.27
VC2 (per minute)(3)......................... 0.48(4) 0.49 0.58 0.58(1)
VC3 (per minute)(3)......................... 0.60(4) 0.60 0.66 0.66
AD (per call)(3)............................ 0.50(4) 0.50 0.55 0.55(1)
DSL1 (per minute)(3)........................ 0.24(4) 0.24 0.29 0.29(1)
DSL2 (per minute)(3)........................ 0.30(4) 0.30 0.33 0.33
</TABLE>
- --------
(1) Basic Plan (described below) was adopted in Goias and the Federal District
on December 1, 1997. The rates set forth applied in Goias and the Federal
District prior to December 1, 1997.
(2) Activation fees were reduced in Mato Grosso do Sul and Mato Grosso in
December 1997. The rates set forth applied in Mato Gross do Sul and Mato
Grosso prior to December 1997.
(3)Weighted average of peak monthly rates, net of value-added taxes.
(4) Weighted average of peak monthly rates, net of value-added taxes for
October through December 1994. Prior to October 1994, a different "mobile
party pays" rate structure applied.
9
<PAGE>
The following table sets forth certain terms of the Company's plans of
service, which were approved by Anatel in April 1998.
<TABLE>
<CAPTION>
PER MINUTE
RATES(2)
--------------
ACTIVATION MONTHLY INCLUDED
PLANS(1) CHARGE CHARGE MINUTES VC1 VC2 VC3
-------- ---------- ------- -------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Basic Plan(3)........................ 151.63 20.20 0 0.27 0.40 0.66
Plan 60(4)........................... 151.63 35.67 60 0.27 0.40 0.66
Plan 150(5).......................... 151.63 54.81 150 0.27 0.40 0.66
Plan 350(6).......................... 151.63 96.19 350 0.27 0.40 0.66
</TABLE>
- --------
(1) All amounts (other than minutes) in reais, net of value-added taxes.
(2) All rates are peak rates, a 30% discount applies to off-peak calls and a
30% surcharge applies to all VC1 calls from one cellular phone to another.
The rates for DLS1, DLS2 and AD are R$0.19 per minute, R$0.33 per minute
and R$0.29 per call, respectively.
(3) Basic Plan has already been approved by Anatel and took effect in the
Federal District and state of Goias on December 1, 1997, Mato Grosso do
Sul and Mato Grosso on March 1, 1998 and Rondonia and Acre on June 1,
1998.
(4) Plan includes up to six ancillary services for an additional charge of up
to R$6.00 per month.
(5) Plan includes up to six ancillary services for an additional charge of up
to R$3.00 per month.
(6) Plan includes up to six ancillary services at no extra charge.
The Plan 60, Plan 150 and Plan 350 have higher monthly charges and include a
number of prepaid call minutes and are designed for heavy users. The Basic
Plan has lower monthly charges and is designed for average and casual users.
The Company also proposes to offer two optional supplemental plans. The first
supplemental plan costs R$8.96 per month and includes 25 minutes of VC2 calls,
while the second costs R$11.86 per month and includes 20 minutes of VC3 calls.
These supplemental plans are designed for subscribers who regularly make VC2
and VC3 calls.
NETWORK USAGE CHARGES
In addition to revenues arising from cellular calls originating within the
Region and calls made by the Company's subscribers while outside the Region,
the Company earns revenues from any call (cellular or fixed) originating
outside the Region, as well as any call originating on a fixed network within
the Region, and terminating on a subscriber's cellular telephone within the
coverage area network. The Company charges the operator from whose network
such a call originates a network usage charge for every minute the Company's
network is used in connection with the call. See "--Operating Agreements--
Interconnection Agreements." The Company's average network usage tariff R$0.19
per minute, net of value-added taxes, in 1997. During 1995 and 1996, the
network usage tariff of Telebrasilia Cellular was R$0.16, the network usage
tariff of Telegoias Cellular was R$0.14 and the network usage tariff of each
of Telemat Cellular, Telems Cellular, Teleron Cellular and Teleacre Cellular
was R$0.23 per minute, net of value-added taxes.
TAXES ON TELECOMMUNICATIONS SERVICES
The cost of all telecommunications services to the subscriber includes a
variety of taxes. The Company deducts the amount of such taxes to present net
operating revenues. The principal tax is a state value-added tax, the Imposto
sobre Circulacao de Mercadorias e Servicos ("ICMS"), which the Brazilian
states impose at varying rates on certain revenues from the provision of
telecommunications services. The rate in the Region is 25% for domestic
telecommunications services, except in Acre where the rate for domestic
telecommunications services is 17% for intrastate calls and 13% for interstate
calls.
On June 19, 1998 the secretaries of the treasury of the individual Brazilian
states approved an agreement to interpret existing Brazilian tax law to
broaden the application of the ICMS to cover not only telecommunications
10
<PAGE>
services, but also other services, including cellular activation, which had
not been previously subject to such tax, as of July 1, 1998. In addition,
pursuant to this new interpretation of existing tax law, the ICMS tax may be
applied retroactively for such telecommunications services rendered during the
last five years.
The Company believes that the attempt by the state secretaries to extend the
scope of ICMS tax to services which are supplementary to basic
telecommunications services is unlawful because: (i) the state secretaries
acted beyond the scope of their authority; (ii) their interpretation would
subject certain services to taxation which are not considered
telecommunications services; and (iii) no new taxes may be applied
retroactively. In addition, the Company believes that the Predecessor
Companies, the legal predecessors of the Subsidiaries of the Registrant, would
be liable to the Subsidiaries for any payments made by the Subsidiaries in
connection with any claim arising out of the retroactive application of the
25% ICMS tax on activation fees for periods prior to 1998. See "Legal
Proceedings."
Each of the Registrant's Subsidiaries has filed lawsuits with the Treasury
Court of the Brazilian states in which such Subsidiaries are incorporated
seeking injunctive relief from retroactive and prospective application of the
ICMS tax to activation fees. All of the Subsidiaries, except for Telemat
Cellular, have obtained from the applicable Treasury Court a temporary
injunction relieving such Subsidiary from payment of retroactive and
prospective ICMS taxes with respect to activation fees during the pendency of
the lawsuit. The taxation authorities of certain of the states where the
lawsuits are pending may appeal the decisions of the Treasury Court to grant
temporary injunctions. There can be no assurance that the Subsidiaries would
ultimately prevail in any appeal relating to the temporary injunctions or in
the underlying litigation with respect to application of the ICMS tax to
activation fees.
If the 25% ICMS tax were applied retroactively to activation fees for the
six-month period ended June 30, 1998, it would have a maximum negative impact
estimated at R$5.0 million on results of operations for 1998. If the 25% ICMS
tax were applied retroactively to activation fees earned by the Company during
the last five years, it would give rise to a maximum liability estimated at
R$76.0 million. However, as discussed above, the Company believes that the
Predecessor Companies would be liable to the Subsidiaries for any tax
liability arising from the application of ICMS to activation fees recognized
prior to 1998. See "Legal Proceedings."
Management does not believe that the payment of retroactive ICMS taxes with
respect to activations fees is probable and, therefore, no provision for loss
with respect to retroactive application of the ICMS has been made or is
expected to be made in the Company's consolidated financial statements. The
Company expects to make provisions for loss totaling approximately R$1.7
million with respect to application of the ICMS tax on activation fees for the
three months ended September 30, 1998. However, management does not believe
that application of the ICMS tax on a prospective basis will have a material
impact on the company's results of operations.
There can be no assurance that the Company will prevail in its position that
the new interpretation by the state treasury secretaries is unlawful. If the
ICMS tax were applied retroactively for five years at rates ranging from 13 to
25%, it would have a material negative impact on the financial condition and
results of operations of the Company. See "Management's Discussion and
Analysis of Financial Condition and Revenues and Expenses--Revenues and
Expenses for years ended December 31, 1995, 1996 and 1997--Net operating
revenues--Value-added and other indirect taxes."
Other taxes on gross operating revenues include two federal social
contribution taxes, the Programa de Assistencia aos Servidores de Empresas
Publicas ("PASEP") and the Contribuicao para Financiamento da Seguridade
Social ("COFINS"), imposed on some telecommunications services at a combined
rate of 2.65% of gross operating revenues. The average rate of all such taxes,
as a percentage of gross operating revenues for the Company, was approximately
20.3% in 1997. This rate is likely to increase in the future as a result of
activation fees becoming subject to ICMS.
11
<PAGE>
BILLING AND ADMINISTRATION
At present, the Company uses a set of systems (together, the "Company
Billing System") developed by Sistema Brasileiro de Telecomunicacoes for
billing. The Company Billing System has four main functions: (i) subscriber
registration; (ii) subscriber information consultation; (iii) accounts payable
management; and (iv) billing and collection. At the time of subscriber
activation, account information is entered into the Company Billing System by
on-line operators. To smooth the billing and collection cycles, the
Telebrasilia groups its subscribers into six billing batches per month and
thereby spreads the tasks and duties performed by its customer service,
billing and collection departments throughout the month and receives a more
evenly distributed inflow of cash. The remaining Subsidiaries only have one
billing cycle per month.
The Company entered into a contract to acquire, and is in the process of
installing, a new billing system known as "BSCB" developed by Integis/LHS. The
new system will become operational in the Federal District by December 1998,
and will operate throughout the Region by the end of 1998.
The Company is responsible for billing its subscribers for all calls made by
such subscribers and collecting the payments related to such calls. However,
the Company receives roaming fees (VC1, VC2 or VC3, as applicable) form other
cellular operators as a result of their subscribers roaming in the Region and
conversely, the Company pays roaming fees to other cellular operators when its
subscribers roam outside of the Region. See "--Rates--Subscriber Rates."
In addition, the Company receives network usage fees from other operators
when a call originates on their network and terminates on the Company's
cellular network, and conversely, the Company must pay network usage fees when
calls from its subscribers terminate on the network of another operator. After
the collection cycle is over, the Company, the fixed-line operators and the
cellular operators jointly reconcile the amounts collected from subscribers
against the amounts due to each operator and pay the net amounts outstanding
to the appropriate parties. For international and domestic long-distance calls
made by its subscribers, the Company forwards the amount collected for such
calls to Embratel and charges Embratel a fee for the use of its cellular
network.
The Company collects payments through cash or check payments directly from
subscribers and from fixed-line and cellular companies and Embratel. Pursuant
to Brazilian law, subscribers must receive a bill at least five days before
the due date, and the Company must allow subscribers at least 15 days from the
due date before suspending service for non-payment. The Company estimates that
approximately 85% (by value) of its bills are paid in full on or before 15
days after the due date.
In the event a subscriber's payment is more than 15 days past due (from the
due date), service is suspended until full payment for all outstanding charges
is received. After 90 days of non-payment, service is discontinued. See
"Management's Discussion and Analysis of Financial Condition and Revenues and
Expenses--Revenues and Expenses for years ended December 31, 1995, 1996 and
1997--Operating expenses."
CELLULAR TELECOMMUNICATIONS TECHNOLOGY
GENERAL
Cellular telecommunications technology, including that utilized by the
Company, is based on the division of a given geographical area into a number
of regions or "cells" which are generally contiguous. Each cell contains a
low-power transmitter-receiver, known as a "base station" or "cell site," that
communicates by radio signal with cellular telephones located in the cell.
Each cell is connected by fixed-lines or microwave links to a central
switching point or Mobile Telephone Switching Office ("MTSO") which controls
the routing of calls and which, in turn, is connected to the Public Switched
Telephone Network ("PSTN"). The MTSO controls the assignment of frequencies
within the cell area and allows cellular telephone users to move freely from
one cell to another across the service area while continuing their calls.
12
<PAGE>
CAPACITY CONSIDERATIONS
Cellular telecommunications networks, such as the Company's, are planned and
constructed to meet a certain level of subscriber density and traffic demand.
Before this level is exceeded, certain steps must be taken to increase network
capacity in order to maintain service standards. Such capacity increases can
be accomplished by increasing digital penetration and by using such techniques
as sectorization and cell splitting. Other techniques that have been developed
to ensure service quality at minimal costs include microcells. The Company
believes that its cellular network requires, and will continue to require,
further expansion if it is to meet existing and future demand for cellular
services in the Region.
OPERATING CHARACTERISTICS
Cellular telecommunications networks are typically characterized by
relatively high fixed costs and relatively low variable costs. Until
technological limitations on network capacity are reached, additional capacity
can usually be added in increments that closely match demand and at less than
the proportionate cost of initial capacity.
NETWORK
The ability of the network to deliver high quality service and extensive
geographic coverage is a key factor in the provision of cellular
telecommunications services. The Company develops its cellular network by
building new base stations and adding channels to existing base stations. Such
development is accomplished for the purpose of increasing network capacity and
improving coverage in direct response to projected subscriber demand.
The Company has focused on providing cellular service to the city of
Brasilia and the surrounding metropolitan areas. Expansion of the network
enhances the Company's ability to provide service in the such key metropolitan
areas where the demand for cellular services continues to increase. The
Company continues to expand its network to cover as broad a geographical area
as is economically feasible in order to also meet consumer demand for cellular
service in areas outside the major urban centers. The Company's Concession
also contains certain obligations concerning network expansion. See "--
Regulation of the Brazilian Telecommunications Industry--Obligations of
Telecommunications Companies."
Prior to 1998, the Company's only supplied an Advanced Mobile Phone System
("AMPS") analog cellular service. However, since January 1998, the Company has
commenced supplying a digital service based on the Time Division Multiple
Access ("TDMA") standard in the Federal District, Rondonia, Mato Grosso do Sul
and Mato Grosso. The Company expects to commence offering a TDMA cellular
service in Goias and Acre in November 1998 and February 1999, respectively.
The Company believes that digitalization offers certain advantages, including
greater network capacity reduced operating costs and additional revenue
through the sale of digital specific, value-added cellular services. Digital
cellular services also offer subscribers greater security, although digital
cellular phones are generally more expensive than analog cellular phones.
Digitalization represents one of the Company's key strategic initiatives.
In building its cellular network, the Company has purchased cellular
equipment manufactured by Nortel and Ericsson.
FRAUD DETECTION AND PREVENTION
The Company has experienced fraud resulting from cloned cellular phone calls
primarily in the state of Goias. The Company believes that the incidence of
cloning is likely to continue to increase in the near term. "Cloning" fraud
occurs through the technological duplication of the cellular signal of an
authorized subscriber, enabling the defrauding party to make calls using the
authorized subscriber's signal. Such calls are then invoiced to the authorized
subscriber. When the Company discovers that a receivable has been generated by
a fraudulent call, the receivable is written off.
13
<PAGE>
If part of a fraudulent call was carried by another operator's network then
the Company is obliged to pay such operator the applicable network usage fee,
whether or not the Company ever collects the receivable associated with that
call. Similarly, other operators are required to pay the Company for
fraudulent calls that are carried over the Company's network. See "--Rates--
Network Usage Charges."
Fraud-detection measures currently employed by the Company involve the
automatic collection and review of international call records which are
produced as calls are made. These records are analyzed to identify abnormal
calling patterns. Based on these reports, certain subscribers are contacted by
the fraud control staff of the Company and, if cloning has occurred, the
subscriber's ability to make long distance and international calls is
suspended until the subscriber can be issued a new phone number.
To further reduce the incidence of fraud in its operations, the Company has
developed fraud prevention measures that include restrictions on international
calls and restrictions on three-way calling by customers with international
direct-dial access. The latter restrictions prevent a caller from making an
unbillable international call by calling a cloned phone with three-way calling
and international access.
The Company, in conjunction with the other Band A Operators, has installed
DFMS (Digital Fraud Management System), a nation-wide fraud detection system
licensed from Digital Equipment Corporation. This system will analyze various
aspects of calls including simultaneous usage by a single "subscriber," call
frequency and unusually high usage patterns. The system has been operational
within the Region since July 1998.
During 1998 the Company expects to invest an additional R$1.19 million on
its fraud-prevention systems.
QUALITY OF SERVICE
The Company's cellular network is subject to congestion in certain areas,
primarily the metropolitan area of the city of Brasilia. Such congestion can
result in subscribers occasionally being unable to make calls in certain areas
and can cause calls to terminate prematurely. See "--Regulation of the
Brazilian Telecommunications Industry--Obligations of Telecommunications
Companies--Quality of Service." The Company's service problems have been
exacerbated because of government-imposed constraints on the Company's capital
expenditures budget, which have prevented the Company from increasing network
capacity to meet demand for cellular services in parts of the Region. See "--
Capital Expenditures." The Company has not, in the past, compensated
subscribers who claimed to have been adversely affected by network congestion.
In addition, network congestion has occasionally forced the Company reduce
the rate at which it processes applications for cellular service in parts of
the Region. As a consequence, waiting lists have developed which, at December
31, 1997, consisted of approximately 95,575 applications for cellular service
in the Federal District and 20,073 applications for cellular service in the
state of Rondonia. As of July 1998 the waiting list in Rondonia had been
eliminated and the waiting list in the Federal District had been reduced to
approximately 35,000 applicants. The Company expects the waiting list in the
Federal District will be eliminated by October 1998.
COMPETITION
Until recently, Brazil's Constitution required that public
telecommunications concessions be granted to government-controlled enterprises
only, but permitted the granting of concessions to others for the provision of
nonpublic telecommunications services. A constitutional amendment passed in
August 1995 permits the Federal Government to grant concessions and licences
to private companies to provide public telecommunications services. The first
law implementing the constitutional amendment, which was passed by the Federal
Congress in July 1996, provides for opening certain telecommunications
activities, including the mobile cellular, satellite communications and data
transmission areas, to competition from the private sector. See "--
Background--Regulatory Reform and Privatization" and "--Regulation of the
Brazilian Telecommunications Industry--Concessions and Licenses."
14
<PAGE>
In January 1997, the Ministry of Communications called for bids from
companies and groups wishing to apply for licenses to provide mobile cellular
services on Band B in each of the ten areas specified in the request for
proposals. Bidders for the licenses, unlike participants in the privatization
of the Telebras System, were subject to limits on foreign participation and
required to be, or be affiliated with, a telecommunications operator.
A license to provide cellular services in the Region on Band B has been
granted to Americel, S.A. ("Americel"), whose shareholders include Bell Canada
International BVI-V Ltda. (20%), Telesystem International Wireless (Brazil),
Inc. (20%) and various Brazilian pension funds. Americel paid R$338.5 million
for the license and commenced providing a digital cellular service based on
the TDMA standard in the Region on November 28, 1997. Americel's rights and
obligations under its concession are substantially the same as the Company's
rights and obligations under its various Concessions. The Company expects that
Americel's subscribers will use dual mode cellular phones which can be used on
AMPS analog networks, such as the Company's, as well as on TDMA networks.
The exact identities of new entrants, the scope of increased competition and
any adverse effects on the Company's results and market share will depend on a
variety of factors that cannot now be assessed with precision and that are
beyond the Company's control. Among such factors are the business strategies
and capabilities of potential competitors, prevailing market conditions at the
time increased competition is permitted, the regulations applicable to new
entrants and the Company and the effectiveness of the Company's efforts to
prepare for increased competition. One or more new competitors may have
technical or financial resources greater than those of the Company. There can
be no assurance that the entry of new competitors will not have a material
adverse effect on the Company's business, financial condition, results of
operations or prospects.
The Company also competes with fixed-line telephone service operators. The
Region is estimated to have at December 31, 1997, approximately 13.1 fixed-
lines per 100 persons. If substantial capital were to be invested in the
fixed-line telephone industry, resulting in increased fixed-line density and
improved service, certain of the Company's existing and potential subscribers
might shift to fixed-line service providers due to a number of factors, some
of which are price-related.
The Company also competes with certain other wireless communications
services, such as mobile radio, paging or beeper services, which are widely
used in Brazil. These competing wireless communication services are generally
less expensive than cellular services.
Technological advances in the communications field, such as the possible
introduction of Personal Communications Services ("PCS") and mobile satellite
services, may introduce additional future competition for cellular systems.
Satellite services, which provide nation-wide coverage, may become available
in Brazil in the near future. Although satellite services have the benefit of
covering a much greater area than cellular services, they are considerably
more expensive than cellular services and do not offer comparable coverage
inside buildings. PCS services, which are similar to digital cellular
services, cannot be supplied in Brazil without obtaining a concession to
provide such services from the Federal Government. The Federal Government has
indicated that it does not intend to issue concessions to provide PCS services
until 2000. The Company does not currently plan to offer mobile satellite
services (other than pursuant to a roaming arrangement with a satellite
service provider) or PCS services, although it may consider doing so in the
future.
OPERATING AGREEMENTS
INTERCONNECTION AGREEMENTS
The Company has entered into interconnection agreements with Telebrasilia,
Telegoias, Telemat, Telems, Teleron, Teleacre and Embratel. The terms of these
interconnection agreements include provisions for the number of connection
points, the method by which signals must be received and transmitted, and the
assumption of responsibility for the costs and fees of interconnection. See
"--Regulation of the Brazilian Telecommunications Industry--Obligations of
Telecommunications Companies--Interconnection."
15
<PAGE>
ROAMING AGREEMENTS
Agreements for automatic roaming have been entered into with the other seven
Band A Operators and with the following Band B Operators: BCP Telecomunicacoes
S.A., BCP Nordeste S.A. (formerly BSE S.A.), Americel S.A. and Algar
Telecomunicacoes S.A. In addition, agreements for automatic roaming have been
entered into with the four Band A independent operations. See "--Background--
Band A and Band B." The Company is currently negotiating roaming agreements
with the remaining Band B Operators. These roaming agreements permit the
Company's subscribers to use their cellular phones on the networks of other
cellular operators while travelling outside the Region ("roaming").
Conversely, the Company is required to provide cellular service to subscribers
of those cellular operators when those subscribers are within the Region. The
agreements require the Company and the other cellular operators to provide
service to roaming subscribers on the same basis as they provide service to
their own subscribers and to carry out a monthly reconciliation of roaming
subscriber usage charges. The Band B Operators and the Band A independent
operators are required to pay the Band A Operators certain fees for their use
of the automatic roaming network. The agreements have a three year term and
automatically renew for further one year terms.
The Company has also entered into international roaming agreements with
Miniphone S.A. (Band A--Buenos Aires), Compania de Radiocomunicaciones Moviles
S.A. (Band B--Buenos Aires), Telecom Personal S.A. (Band A--Interior, Northern
Argentina), Telefonica Comunicaciones Personales S.A. (Southern Argentina),
Administracion Nacional de Telecomunicaciones (Uruguay), Abiatar S.A., Movicom
(Uruguay) and Telefonica Celular del Paraguai S.A. (Paraguay) that permit its
subscribers to use their cellular phones in Argentina, Uruguay and Paraguay
and subscribers of those companies to use their cellular phones in the Region.
In addition, the Company is currently negotiating international roaming
agreement with Telecomunicacoes Moveis Nacionais S.A. --TMN (Portugal). The
terms of these international roaming agreements vary from agreement to
agreement.
EMPLOYEES
As of June 1998, the Company had 519 full-time employees and 172 part-time
employees of whom approximately 14% were employed in technical or operational
positions, 39% in sales and marketing, 36% in finance and administrative
support and 11% in customer service. Approximately 61% of all employees are
members of state labor unions associated either with the Federacao Nacional
dos Trabalhadores em Telecomunicacoes--Fenattel ("Fenattel") or with the
Federacao Interestadual dos Trabalhadores em Telecomunicacoes--Fittel
("Fittel"). The Company negotiates a new collective labor agreement every year
with the local union. These negotiations are carried out under the supervision
and guidance of the Company, on one side, and Fenattel and Fittel, on the
other. The collective agreements currently in force expire on November 1998.
The Company's management considers the relations of the Company with its
work force to be satisfactory. The Company has never experienced a work
stoppage that had a material effect on its operations.
The Company participates in a pension fund Fundacao Telebras de Seguridade
Social--Sistel ("Sistel"), the purpose of which is to supplement government-
provided retirement benefits. The Company makes monthly contributions to
Sistel currently equal to 13.5% of the salary of each employee who is a Sistel
member. Each employee member also makes a monthly contribution to Sistel based
on age and salary. Members of Sistel qualify for full pension benefits after
reaching age 57 provided they have been members of Sistel for at least ten
uninterrupted years and have been affiliated with the social security system
during at least 35 years. Sistel operates independently from the Company, and
its assets and liabilities are fully segregated from those of the Company and
of Telebras. See Note 18 to the Consolidated Financial Statements. Employees
of the Company at the time of the privatization have the right to maintain
their rights and benefits in Sistel in accordance with the terms in place at
that time.
RESEARCH AND DEVELOPMENT
Until the Breakup of Telebras, the Company and the other companies of the
Telebras System each contributed to the research and development center
operated by Telebras (Centro de Pesquisa e Desenvolvimento da Telebras or the
"Center") and also conducted their own independent research and development
operations. Aggregate expenditures on research and development were R$1.2
million, R$1.9 million and R$2.2 million for 1995, 1996 and 1997,
respectively.
16
<PAGE>
Following the Breakup of Telebras, the Center will become a private,
independently administered non-profit foundation financed by with resources
from the public and private sector and will continue to develop
telecommunications technology. Pursuant to three year contracts signed in May
1998 between Telebras and each Subsidiary, the Company is obligated to
contribute a maximum of R$1.8 million to the Center during the three years
ending May 2001. During the effectiveness of this agreement, the Company has
access to telecommunications software developed by the Center and other
technological services provided by the Center such as equipment testing and
consulting and training services. It is possible that the Center will also
provide such services to third parties such as Band B Operators on a fee-for-
service basis. The Company may consider conducting research independently of
the Center on a case by case basis but will otherwise rely on the Center for
research and development. The Company does not independently develop new
telecommunications hardware and depends upon the manufacturers of
telecommunications products for the development of new hardware.
CAPITAL EXPENDITURES
The Company's priorities include increasing network capacity, improving
overall quality and, more recently, increasing the digitalization of the
Company's network.
The Company's capital expenditures historically have been planned and
allocated on a system-wide basis and been subject to approval by the Ministry
of Communications. In addition, the budget for capital expenditures of the
Telebras System was included in the annual budget of the Federal Government
and had to be approved by the federal Congress. In 1995, the Federal
Government instituted a broad investment program for public and private
businesses in the communications and postal sectors for the years 1995 through
2003 (Programa de Recuperacao e Expansao dos Sistemas de Telecomunicacoes e
Postal or "PASTE"). The foregoing constraints on capital expenditures have
prevented the Company from making certain investments that it might otherwise
would have made to improve cellular telephone service in the Region. See
"Management's Discussion and Analysis of Financial Condition and Revenues and
Expenses--Revenues and Expenses for the years ended December 31, 1995, 1996
and 1997--Net operating revenues--Activation fees."
Since the privatization of Telebras, none of these requirements has applied.
The Company is now permitted to determine its own capital expenditure budget,
subject to compliance with certain obligations to expand services under the
Concessions. See "--Regulation of the Brazilian Telecommunications Industry--
Obligations of Telecommunications Companies." In addition, the financing of
capital expenditures is no longer carried out on a system-wide basis and the
Company is required to obtain its own financing. See "Management's Discussion
and Analysis of Financial Condition and Revenues and Expenses--Liquidity and
Capital Resources."
The 1998 annual capital expenditure budget for the Telebras System includes
capital expenditures of the Company. The Company has entered into contracts
for a total of R$103.4 million in 1998 capital expenditures; the Company
expects, however, that as a result of its privatization all capital
expenditures will be subject to revision by management and the new controlling
shareholders of the Company.
The following table sets forth, in constant reais of December 31, 1997
purchasing power, the Company's capital expenditures for each year in the
five-year period ended December 31, 1997.
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
----------------
1995 1996 1997
----- ----- ----
(IN MILLIONS OF
REAIS)
<S> <C> <C> <C> <C>
Automatic Switching Equipment................................ 26.8 31.5 9.2
<CAPTION>
Other Equipment.............................................. 95.9 172.6 59.4
<S> <C> <C> <C> <C>
Real Estate.................................................. 1.1 4.0 5.3
<CAPTION>
Other assets................................................. 14.4 10.1 7.1
<S> <C> <C> <C> <C>
----- ----- ----
Total capital expenditures................................. 138.2 218.2 81.0
===== ===== ====
</TABLE>
17
<PAGE>
REGULATION OF THE BRAZILIAN TELECOMMUNICATIONS INDUSTRY
GENERAL
The Company's business, including the services it may provide and the rates
it charges for telecommunications services, is regulated by Anatel pursuant to
Law No. 9,472 of July 16, 1997, the Lei Geral de Telecomunicacoes (the
"Telecommunications Law"), the regulations, decrees, orders and plans issued
thereunder and the Concession contract granting the Company the right to
provide certain telecommunications services, subject to certain obligations
contained in the Concession (the "List of Obligations").
BACKGROUND
From 1962 until 1967, the Brazilian telecommunications sector was regulated
by the Conselho Nacional de Telecomunicacoes (the "National Council of
Telecommunications"), and from 1967 until 1997 by the Ministry of
Communications, pursuant to Law No. 4,117 of August 27, 1962 and the Codigo
Brasileiro de Telecomunicacoes (the "Code of Telecommunications") promulgated
thereunder, as well as certain regulations issued pursuant thereto from 1962
to 1996.
In August 1995, the Brazilian Congress amended the Brazilian Constitution to
allow the restructuring of the telecommunications sector. On July 19, 1996,
the Congress passed Law 9,295, the Lei Minima (the "Minimum Law"). The Minimum
Law began the process of opening up the cellular market to competition. The
Minimum Law was largely replaced by the Telecommunications Law, although
current cellular concessions granted to the Band A Operators and the Band B
Operators contain certain provisions derived from the Minimum Law. In July
1997, the Congress passed the Telecommunications Law, which replaced Law 4,117
and became the main basis for regulation of the telecommunications sector,
except for regulation of broadcasting, which was not addressed by the
Telecommunications Law.
REGULATORY AGENCY--ANATEL
The Telecommunications Law provides a framework for telecommunications
regulation. Article 8 of the Telecommunications Law established Anatel to
develop regulations and to enforce such regulations. The specific functions of
Anatel were set forth by the President of Brazil in Decree No. 2338 of October
7, 1997, the Regulamento da Agencia Nacional de Telecomunicacoes (the "Anatel
Decree"). Pursuant to the Telecommunications Law and the Anatel Decree, Anatel
replaces the Ministry of Communications as the regulatory agency for the
telecommunications sector. Anatel, unlike the Ministry of Communications, is
an independent regulatory agency. Anatel is administratively independent,
financially autonomous and not hierarchically subordinated to any organ of the
Brazilian Government, including the Ministry of Communications, in the area of
telecommunications regulation. While independent, Anatel does maintain a close
working relationship with the Ministry of Communications and informs the
Ministry of its activities. Article 19, Section XXIX of the Telecommunications
Law requires Anatel to submit an annual report summarizing its activities to
the Ministry of Communications.
Anatel is managed by a five-member Conselho Diretor ("Board of Directors"),
headed by an executive president. The directors of Anatel are nominated by the
President of Brazil, subject to approval by the Senate. Each director serves
for a single fixed term of 5 years; directors may not be reappointed. In order
further to ensure Anatel's independence, the initial directors have been
appointed for different terms, from 3 to 7 years, so that only one director's
mandate will expire per year, ensuring a staggered appointment of directors in
the future. The directors may not exercise any other professional, business
(other than university professor), union or political function, nor may they
hold a significant interest, whether direct or indirect, in any company
related to telecommunications.
Anatel is financed through the Fundo de Fiscalizacao das Telecomunicacoes
("Fistel"). Fistel is a fund administered by Anatel and its assets are
currently the sole source of financing for Anatel's activities. Fistel
receives the proceeds of, among other things, a tax imposed on concessionaires
and fees charged for licenses and concessions.
18
<PAGE>
Any proposed regulation of Anatel is subject to a period of public comment,
including public hearings. Anatel's actions may ultimately be challenged in
Brazilian courts.
CONCESSIONS AND LICENSES
Companies wishing to offer telecommunications services to consumers are
required to apply to Anatel for a concession or license. Concessions and
licenses (autorizacoes) are granted for services in the public regime ("Public
Regime") and services in the private regime ("Private Regime"). There are only
four companies in the Public Regime: Embratel, Telesp Participacoes S.A., Tele
Centro Sul Participacoes S.A. and Tele Norte Leste Participacoes S.A. As the
primary providers of fixed-line telephone services, which serve an important
public function, these four companies are subject to certain obligations.
These obligations fall into three basic categories: quality of service,
continuity of service, and network expansion and modernization.
Companies operating in the Private Regime, which includes every company
other than the four companies operating in the Public Regime, are generally
not subject to any general obligation that arise from general laws, but rather
may have obligations imposed on them by Anatel as part of the List of
Obligations appended to their concessions or licenses. Technically, the
General Plan on Quality does apply to operators in both the Public Regime and
the Private Regime, but the terms of the General Plan on Quality allow Anatel
to waive its requirements and Anatel has stated that it does not plan to
impose any specific requirements on Private Regime companies outside of the
context of individual concessions and licenses other than such basic
obligations as those concerning network engineering.
Non-fixed Services--Private Regime--Concessions. Pursuant to the Minimum Law
and the Telecommunications Law, the Band A and Band B Operators have been
granted concessions. Each cellular concession is a specific grant of authority
to supply cellular services, subject to certain obligations contained in the
List of Obligations. If a cellular company wishes to offer any
telecommunications service other than the cellular service authorized by its
concession, it may apply to Anatel for a license to offer such other services.
See "--Non-fixed Services--Private Regime--Licenses."
Each cellular concession has been granted for an initial period of 15 years,
and may be renewed at the discretion of Anatel for further periods of 15 years
if the List of Obligations contained in the concession has been met. The Band
A cellular concessions did not require the payment of a fee. Terms of payment
for renewal of the Band A and Band B cellular concessions have not yet been
established.
Currently, there is a limit on the number of cellular companies. One company
may operate in Band A and one company in Band B in any area of the country.
Under the cellular concessions, Anatel may not authorize additional providers
of cellular services until December 31, 1999.
Non-fixed Services--Private Regime--Licenses. Except for cellular services,
for which no additional licenses will be granted until December 31, 1999,
licenses may be granted to any company wishing to offer telecommunications
services in the Private Regime. Licensees are not subject to any specific
obligations, although individual licenses may contain certain obligations. The
Company has not been granted any licenses as of the date of this Registration
Statement.
Operators in the Private Regime may be granted licenses to offer any type of
telecommunications service (including any services currently offered solely by
Public Regime companies). As noted above, there is currently a restriction on
Anatel's ability to license new cellular operators in the Private Regime until
December 31, 1999, although this restriction is not a permanent part of the
Private Regime and it is anticipated that new Private Regime licenses for
cellular services will be granted once the restriction period expires.
OBLIGATIONS OF TELECOMMUNICATIONS COMPANIES
Providers of telecommunications services are subject to certain obligations
contained in the List of Obligations of their concessions and licenses.
Providers of telecommunications services in the Private Regime, including the
Band A and Band B Operators, are subject to a set of obligations contained in
their List of Obligations. Cellular companies, including the Company, are not
subject to the same level of formal obligations to which the companies in the
Public Regime are subject.
19
<PAGE>
The Company must at all times meet certain obligations concerning quality of
service, network expansion and modernization pursuant to the List of
Obligations. Failure to meet the List of Obligations at any time may result in
fines and penalties of up to 0.05% of annual net operating revenues per day
until the Company complies with the obligations as well as potential
revocation of the Company's Concessions. The Company anticipates meeting the
List of Obligations.
The following two tables set forth the quality of service obligations and
the network expansion and modernization obligations of the Company as stated
in the List of Obligations for the period 1998-2002 and the Company's status
with regard to each obligation as of December 31, 1997.
NETWORK EXPANSION AND MODERNIZATION
<TABLE>
<CAPTION>
TELEBRASILIA TELEGOIAS TELEMAT TELEMS TELERON TELEACRE
CELLULAR CELLULAR CELLULAR CELLULAR CELLULAR CELLULAR
STATUS AS OF STATUS AS OF STATUS AS OF STATUS AS OF STATUS AS OF STATUS AS OF MINIMUM COVERAGE
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, REQUIRED BY NOVEMBER 4,
1997 1997 1997 1997 1997 1997 1998 1999 2000 2001 2002
------------ ------------ ------------ ------------ ------------ ------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Services
Offered(1) in
cities with
populations of:
30,000 to
50,000......... 100% 100% 100% 100% 67% 100% -- -- -- -- 70%
50,000 to
75,000......... 100% 100% 100% 100% 100% 100% -- -- -- 80% --
75,000 to
100,000........ 100% 100% 100% 100% 100% 100% -- -- 90% -- --
100,000 to
200,000........ 100% 100% 100% 100% 100% 100% -- 100% -- -- --
Over 200,000 or
state capital.. 100% 100% 100% 100% 100% 100% 100% -- -- -- --
Maximum average
installation
waiting time (in
days)(2)........ 240 0 0 0 150 0 180 120 30 15 5
</TABLE>
- --------
(1) For services to be deemed to be offered in any city, service must be
available to at least 30% of the population.
(2) Between request for service and connection in areas with cellular service.
QUALITY OF SERVICE
<TABLE>
<CAPTION>
TELEBRASILIA TELEGOIAS TELEMAT TELEMS TELERON TELEACRE
CELLULAR CELLULAR CELLULAR CELLULAR CELLULAR CELLULAR
STATUS AS OF STATUS AS OF STATUS AS OF STATUS AS OF STATUS AS OF STATUS AS OF MAXIMUM/
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MINIMUM
1997 1997 1997 1997 1997 1997 REQUIRED
------------ ------------ ------------ ------------ ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Minimum average level of
system
availability(1)........ 100.0% 100.0% 99.9% 100.0% 99.9% 100.0% 98%
Maximum network drop
rate(2)................ 3.5% 0.7% 0.2% 1.2% 0.6% 0.6% 3%
Maximum "all circuits
busy" rate(3).......... 5.4% 0.5% 1.8% 3.4% 3.5% 0.9% 5%
Maximum interconnection
drop rate(4)........... 0.5% 0.2% 0.0% 0.0% 0.0% 0.0% 3%
Minimum average system
availability on first
call attempt........... 91.5% 98.5% 91.0% 98.0% 98.0% 98.5% 90%
Maximum number of
customer complaints per
month (per 100
subscribers)........... 0.1 0.4 0.1 0.3 0.5 0.5 5
</TABLE>
- --------
(1) Percentage of time system operational and available for call origination,
transport and completion.
(2) Rate of failed call completion due to signal loss between radio base
station and switching centers.
(3) Rate at which system rejects attempted calls during peak period because no
circuits are available.
(4) Rate at which interconnected calls fail to complete during peak periods.
20
<PAGE>
Failure to meet both network expansion and modernization obligations and the
quality of service obligations in the List of Obligations may result in fines
and penalties of up to R$50,000,000 as well as potential revocation of the
Company's Concession. The Company's ability to meet the obligations in the
List of Obligations will depend upon certain factors outside its control.
While there can be no assurances, the Company believes that it will be able to
meet these requirements at all times, with the exception of the maximum
network drop rate and maximum "all circuits busy" rate for Telebrasilia
Cellular. The Company is currently in discussions with Anatel concerning its
ability to meet these requirements and will establish an anticipated date of
completion.
Interconnection. Interconnection is mandatory between all telecommunications
networks upon request by any party. Interconnection tariffs are subject to a
price-cap established by Anatel. Rates below the applicable price-cap may be
negotiated between the parties. If a company offers an interconnection tariff
below the price-cap, it must offer that price to any other requesting party on
a non-discriminatory basis.
Anatel has stated that it does not expect to grant parties requesting
interconnection the right to co-locate their equipment at this time. Co-
location means that a party requesting interconnection may place its switching
equipment in or near the local exchange of the network operator whose network
the requesting party wishes to use and connect to the network at this point of
presence. Co-location is currently a matter for negotiation between the
parties.
Anatel does not currently mandate unbundling of network elements and
services by the providers of such elements and services, although Anatel has
stated that it plans to review the issue on a regular basis and may require
unbundling in the future. In an unbundled regime, every network operator is
required to provide a detailed list of network services and elements which may
be purchased by a party requesting interconnection and the requesting party
then has the right to select and purchase a subset of the network elements and
services available.
RATE REGULATION
Price Caps. Concessions granted to the Band A and Band B Operators,
including the Concessions of the Company, provide for a price cap mechanism to
set and adjust rates on an annual basis. The price cap mechanism consists of
an upper limit, or price-cap, placed on a weighted average rate for a basket
of services, stipulated by Anatel. The basket includes the services in the
Basic Service Plan, including monthly subscription fees, VC1 calling, VC2
calling, VC3 calling, DSL1 calling, DSL2 calling, and AD charges, as well as
interconnection charges, including network usage fees and charges to provide a
physical connection to the network (interligacao).
The initial price cap agreed by Anatel and the Company in the Concessions is
based on the previously existing tariffs, which were developed based on the
fully allocated costs of the Company. The initial price-cap will be adjusted
on an annual basis under a formula contained in the Concessions. The formula
allows two adjustments to the price-cap. First, the price-cap is revised
upward to reflect increases in inflation by multiplying the price-cap by
(1+1(y)), where y represents the rate of inflation as measured by the Indice
Geral de Precos, Disponibilidade Interna ("IGP-DI"), an inflation index
developed by the Fundacao Getulio Vargas, a private Brazilian economic
research organization.
The price-cap covers a basket of services. While the weighted average tariff
for the entire basket may not exceed the price-cap, the tariffs for individual
services within the basket may be increased. The Company may increase the
tariff for any individual service by up to 20%, subject to a downward
adjustment for inflation effects already captured in the annual upward
adjustments of the overall price-cap for the basket, so long as it adjusts
other prices downward to ensure that the weighted average tariff does not
exceed the price-cap.
Similar to the regulatory systems in most countries going through
liberalization, Anatel has imposed a productivity factor (or X-factor) on the
four fixed-line companies operating in the Public Regime. Under this system,
the price-cap imposed on these operators is adjusted downward annually by a
specific productivity factor once certain other adjustments (such as for
inflation) have been made. There is no productivity factor or X-factor applied
to revise the price-cap for cellular companies downward.
21
<PAGE>
Cellular Rates. Since October 1994, cellular telephone service in Brazil,
unlike that in North America, has been offered on a "calling party pays"
basis. Under the policy of calling party pays, a cellular telephone service
subscriber generally pays usage charges only for calls made by the subscriber.
When a subscriber makes a call from a limited geographic area (a "registration
area") to a person within the same registration area, the customer pays a
certain base rate per minute ("VC1"). If the recipient of the call is outside
the registration area from which the call was placed but within the concession
region of the cellular provider for such registration area, the subscriber
pays a higher rate ("VC2"). Calls made from within a registration area to a
recipient located outside the concession region in which such registration
area is located are billed at the highest per-minute rate ("VC3"). The Company
earns VC1, VC2, or VC3 revenues, as applicable, for all cellular calls
originating from the Region, whether made by a Company subscriber or a
subscriber of another cellular operator that is roaming in the Region.
Similarly, when a Company subscriber makes a cellular call while outside the
Region, the VC1, VC2, or VC3 revenues, as applicable, associated with that
call are paid over to the cellular operator from whose concession region the
call is made. See "--Operating Agreements--Roaming Agreements."
When a Company subscriber makes or receives a call while outside the
registration area in which such subscriber is registered for service (such
subscriber's "Home Registration Area"), the subscriber also pays the Company a
per-call surcharge known as "AD." When a Company subscriber receives a call
while outside such subscriber's Home Registration Area, the subscriber also
pays a certain per-minute rate if the subscriber is located within the Region
("DSL1"), or a higher rate ("DSL2") if the subscriber is located outside the
Region. The Company's Region consists of 135 registration areas which vary in
size depending upon population density.
For a breakdown of the Company's current cellular service rates, see "--
Rates--Subscriber Rates."
Network Usage Charges. Other telecommunications companies wishing to
interconnect with and use the Company's network must pay certain fees,
primarily a network usage fee. The network usage fee is subject to a price-cap
stipulated by Anatel.
The price cap for the network usage fee specified by Anatel varies from
company to company based on the underlying cost characteristics of each
company's network. The fee is a flat fee charged per minute of use which
represents an average charge for a basket of network elements and services.
For a breakdown of the Company's current network usage charges, see "--
Rates--Subscriber Rates" and "--Network Usage Charges."
BRAZILIAN POLITICAL ENVIRONMENT
The Brazilian political environment was marked by high levels of uncertainty
after the country returned to civilian rule in 1985, ending 20 years of
military government. The death of a President-elect in 1985 and the
resignation of another President in the midst of impeachment proceedings in
1992, as well as rapid turnover at and immediately below the cabinet level,
adversely affected the implementation of consistent economic and monetary
policies, including consistent policies in the areas of government-owned
enterprises and telecommunications.
Mr. Fernando Henrique Cardoso, the Finance Minister at the time of
implementation of Brazil's latest economic stabilization plan (the "Real
Plan"), was elected President of Brazil in October 1994 and took office in
January 1995. He has generally sought to continue the economic stabilization
and liberalization policies he had developed as Finance Minister from May 1993
through April 1994. Although some important groups remain opposed to
significant elements of his program and the implementation of policies of
economic stabilization and liberalization is subject to significant
compromises and accommodations, President Cardoso is the leader of a coalition
of political parties that represents a majority of the federal Congress. His
party controls the state governments of the states of Sao Paulo, Rio de
Janeiro and Minas Gerais, and his policies have broad political support.
Elections for the President, Vice-President, state Governors and the members
of the Chamber of Deputies, as well as one third of the members of the Senate
were held on October 4, 1998. President Cardoso was re-elected for a second
term as president. The outcome of these elections could have a strong impact
on the
22
<PAGE>
continuation of the economic reforms of the Cardoso administration. There can
be no assurance that the political consensus in favor of the economic reform
program pursued by the Cardoso administration can or will be sustained
following the elections.
BRAZILIAN ECONOMIC ENVIRONMENT
The financial condition and results of operations of the Company are
dependent on general economic conditions in Brazil, and in particular on (i)
economic growth and its impact on demand for telecommunications services, (ii)
the cost and availability of financing and (iii) exchange rates between
Brazilian and foreign currencies.
For many years, the Brazilian economy was extremely volatile, and the
Federal Government implemented a succession of programs intended to stabilize
the economy and provide a basis for sustainable, non-inflationary growth. The
Company was affected by economic instability and by such programs in a variety
of ways, particularly when they have resulted in contractions in demand or
very high real interest rates or prevented the Company from raising rates to
keep pace with the rate of inflation.
Until the introduction of the Real Plan, measures by the Federal Government
intended to influence the course of Brazil's economy, such as changes in
monetary, credit, tariff and other policies, were frequent and occasionally
drastic. See "Exchange Controls and Other Limitations Affecting Security
Holders." In particular, actions to control inflation, interest rates or
consumption included freezing bank accounts, imposing capital controls,
introducing high tariffs and other strong measures. Changes in policy, social
instability and other political and economic developments, and the Brazilian
government's responses to such developments, not infrequently have had a
material adverse effect on the Company's business, financial condition and
results of operations.
Beginning in December 1993, the Federal Government introduced the Real Plan,
an economic stabilization program intended to reduce the rate of inflation by
reducing certain public expenditures, collecting liabilities owed to the
Federal Government, increasing tax revenues, continuing to privatize
government-owned entities and introducing a new currency. The real was
introduced as Brazil's currency on July 1, 1994, based on a new unit of
account, the URV, introduced earlier in the year. Since taking office in
January 1995, President Cardoso has continued to implement the Real Plan. The
real generally appreciated through January 1995 and thereafter gradually
declined in value against the dollar, reaching R$1.1164 to US$1.00 at December
31, 1997. Under the Real Plan, the rate of inflation has decreased
significantly and there has been sustained growth in real gross domestic
product. See "--Inflation and Devaluation." Notwithstanding the success of the
Real Plan in lowering inflation and stabilizing the Brazilian economy, the
Real Plan also led to an economic slowdown, a rise in unemployment in some
regions and specific sectors of the economy, and adversely impacted certain
sectors of the economy.
Beginning in August 1998, following the devaluation of the Russian Ruble,
Brazil has experienced substantial capital outflows, significant declines in
its stock markets and speculative attacks on the Brazilian currency. In
response, the Federal Government has raised interest rates and stated that it
will continue to support the value of the real and to abide by the principles
inherent in the Real Plan. In early October 1998, reported capital outflows of
approximately US$1 billion per day led to speculation that the International
Monetary Fund would provide Brazil with a financial aid package. However, as
of October 9, 1998, no such package had been announced by the IMF or formally
requested by the Federal Government. Previously, in the fourth quarter of
1997, Brazil experienced a financial crisis following the financial and
economic crisis in Asia. In response, the Federal Government adopted several
economic measures to protect the Real Plan and the stability of the Brazilian
currency. These measures included (i) an increase in interest rates, including
a near doubling of short-term interest rates, (ii) an increase in certain tax
rates, (iii) a reduction in Federal Government spending for 1998 and (iv)
restrictions on imports. Government policies to control inflation and to
reduce budget and trade deficits could also result in further actions that
could slow or halt Brazilian economic growth. It is not possible to foresee
how measures like these will affect the business, financial condition and
results of operations of the Company.
23
<PAGE>
Brazil's trade deficit for 1997 increased to US$8.37 billion compared to
US$5.54 billion for 1996. There can be no assurance that the Brazilian
government will not introduce credit restrictions to subdue domestic demand in
order to reduce the trade deficit, nor that any such credit restrictions will
not have a material adverse effect on the business, operations, financial
condition or results of operations of the Company. A continuing increase in
the trade deficit would substantially reduce Brazil's approximately US$50.8
billion of reserves at December 31, 1997 and could negatively affect Brazil's
economic development as a whole.
PRIVATIZATION
The Federal Government, directly or through various state-owned enterprises,
owns many companies and controls a major portion of activities in the oil and
gas sectors. Most of the energy production and postal services companies are
directly or indirectly controlled by the Federal Government.
To reduce its participation in the economy, the Brazilian Government has
engaged in the privatization of certain state enterprises. The objectives of
the privatization program are (i) to reduce the role of the state in the
economy and allocate more resources to social investment, (ii) to reduce
public sector debt, (iii) to encourage increased competition and thereby raise
the standards and efficiency of Brazilian industry and (iv) to strengthen the
capital markets and promote wider share ownership. As originally presented the
Real Plan contemplated constitutional amendments which would permit private
participation in the state-controlled petroleum and telecommunications sectors
and in other areas that had constitutionally mandated monopolies, such as
pipeline distribution of gas and the shipping industry. These amendments were
approved by Congress in 1995. A council directly subordinate to the President,
the Conselho Nacional de Privatizacao (the "Privatization Council") and Banco
Nacional de Desenvolvimento Economico e Social (the "National Development
Bank" or "BNDES") are responsible for administering the privatization program.
As of December 31, 1996, a total of 52 state enterprises or divisions
thereof had been privatized, and several minority interests held by the
Federal Government companies had been sold for nominal consideration totaling
US$13.7 billion (including payment made in Brazilian currency and payment made
by means of qualified debt instruments issued to the Federal Government, its
agencies and state-controlled companies). To date, the
privatizations have, for the most part, been effected through share auctions
conducted on Brazil's stock exchanges. Although the majority of such share
auctions have been successful, there have been instances in which a share
auction has failed due to a lack of bidders. Privatization revenues for 1997
exceeded U.S.$26.0 billion. Some of the Brazilian states, such as Sao Paulo,
Minas Gerais, Pernambuco, Paraiba and Maranhao are also conducting
privatization programs in relation to state services.
Brazilian labor unions have opposed certain of the privatization measures
proposed by the Federal Government, but the Federal Government has, to date,
been able to move forward with its program despite such opposition.
DEVELOPMENTS IN OTHER EMERGING MARKET COUNTRIES; BRAZILIAN AUSTERITY PROGRAM
The Brazilian securities markets are, to varying degrees, influenced by
economic and market conditions in other emerging market countries. Although
economic conditions are different in each country, investors' reactions to
developments in one country can have an effect on the securities of issuers in
other countries, including Brazil. For example, since the fourth quarter of
1997, the international financial markets have experienced significant
volatility, and a large number of financial market indices, including those in
Brazil, have declined significantly. The current market volatility in Latin
American and other emerging market countries' securities markets has also been
attributed, at least in part, to the effects of the Asian economic crisis.
There can be no assurance that the Brazilian securities markets will not
continue to be affected negatively by events elsewhere, especially in emerging
markets, or that such events will not adversely affect the value of the ADSs.
In reaction to the growing market volatility in Asia, the Federal Government
implemented several measures intended to curtail the outflow of foreign
investment, as Central Bank reserves were reduced from U.S.$61.2 billion in
September 1997 to U.S.$52.9 billion by the end of October 1997. On October 30,
1997, the Central
24
<PAGE>
Bank raised the benchmark interest rate from 20.7% to 43.4% in order to retain
investment funds in the country. On November 10, 1997 the Federal Government
presented a series of fiscal measures aimed at reducing the budget deficit and
bolstering economic conditions. The measures included certain tax increases,
eliminations of budget expenses and reductions in available fiscal incentives.
The package of measures was intended to produce a saving of R$20 billion, due
to the decrease in expenses and the increase in revenue. These fiscal measures
have been substantially implemented. Constitutional reforms affecting civil
servants and social security have also been accelerated and may result in
lower government deficits. However, there can be no assurance that such
measures will be successful in protecting the Federal Government's present
currency exchange rate policy and price stability program.
Additionally, the decrease in economic activity caused by the increase in
interest rates and the fiscal measures may have substantial negative effects
on companies doing business in Brazil. Projected GDP growth for Brazil for
1998 has been reduced from approximately 4% to approximately 1%. It is
expected that these events may have the effect of reducing the purchasing
power of Brazilian consumers in general. Since the increase in interest rates,
the Central Bank of Brazil has gradually reduced its benchmark interest rate,
setting its rates at 40.9% on December 1, 1997, 38.0% on January 2, 1998, at
34.5% on January 29, 1998, at 28.0% on March 5, 1998, at 21.8% on May 20,
1998, at 21.0% on June 25, 1998 and at 19.75% on July 29, 1998. There can be
no assurance that a decrease in interest rates will not cause further
investment outflows.
Events in Asia also may affect the competitiveness of Brazilian exports. In
addition, the proceeds from scheduled privatizations may not reach expected
levels, in which case the current account deficit would cause a deterioration
in foreign reserves, adversely affecting the currency exchange rate policy.
INFLATION AND DEVALUATION
Brazil experienced extremely high and generally unpredictable rates of
inflation and of devaluation of Brazilian currency for many years until the
implementation of the Real Plan. Inflation itself, as well as certain
governmental measures to combat inflation, and public speculation about
possible future actions have also historically contributed to economic
uncertainty in Brazil and to heightened volatility in the Brazilian securities
markets. The following table sets forth Brazilian inflation, as measured by
the UFIR for 1995 and the IGP-M for 1996-1997, and the devaluation of the
Brazilian currency against the U.S. dollar for the periods shown.
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, FIRST QUARTER SIX MONTHS
-------------- ENDED MARCH 31, ENDED JUNE
1995 1996 1997 1998 30, 1998
---- ---- ---- --------------- ----------
(IN PERCENTAGES)
<S> <C> <C> <C> <C> <C>
Inflation (UFIR for 1995; IGP-M for
1996-1997)......................... 22.5 9.2 7.7 1.3 2.0
Devaluation (Brazilian currency vs.
US$)............................... 15.0 6.9 7.4 1.9 3.6
</TABLE>
Since the introduction of the Real Plan in July 1994, the rate of inflation
has decreased considerably. As measured by the IGP-M, the rate of inflation
was 7.7% for 1997, 1.3% for the first quarter of 1998 and 2.0% for the six
months ended June 30, 1998. Despite this reduction, the rate of inflation
remains high compared to other countries, and the potential for distortions or
dislocations attributable to changing prices continues to exist. The exchange
rate between the real and the U.S. dollar has also been relatively stable
since early July 1994, compared to prior periods, although the potential for
devaluation or volatility persists. See "Exchange Rates."
In accordance with Brazilian GAAP, the Consolidated Financial Statements
recognize certain effects of inflation and restate data from prior periods in
constant reais of December 31, 1997 purchasing power. Such restatement has
been effected using the integral restatement method (correcao integral), which
was required by the CVM to be used for financial statements of public
corporations through December 31, 1995. In periods of inflation, monetary
assets generate inflationary loss and monetary liabilities generate
inflationary gain, due to the
25
<PAGE>
decline in purchasing power of the currency. In the Consolidated Financial
Statements, inflationary gains or losses on monetary assets and liabilities
have been allocated to their corresponding income or expense captions in the
statement of operations. Inflationary gains or losses without a corresponding
income or expense caption have been allocated to other net operating income
(expense). See Note 2a to the Consolidated Financial Statements.
ITEM 2: DESCRIPTION OF PROPERTY
The principal physical properties of the Company consist of transmission
equipment, switching equipment and base stations. The Company's properties are
located throughout the states of Goias, Mato Grosso, Mato Grosso do Sul,
Tocantins, Rondonia and Acre, and the Distrito Federal. The Company leases
office spaces in Cuiaba (approximately 1,500 square meters), Goiania
(approximately 813 square meters), Porto Velho (approximately 651 square
meters) and Rio Branco (approximately 223 square meters), from which the
majority of Telems Cellular, Telegoias Cellular, Teleron Cellular and Teleacre
Cellular management activities are conducted, respectively.
The Company also leases the sites where its cellular network equipment is
installed. As of May 1, 1998, the Company had 11 large cellular switches and
488 cell sites, of which approximately 15% were located on land owned by the
Company and in other areas accessible to the Company and the remainder of
which were located on land leased by the Company. Most of these leases do not
expire prior to 2003. In addition, the Company leases 7 retail stores
throughout the Region.
ITEM 3: LEGAL PROCEEDINGS
The Breakup of Telebras is subject to several lawsuits in which the
plaintiffs have requested, and in certain cases obtained, preliminary
injunctions against the Breakup. All of these preliminary injunctions have
been quashed by decisions of the relevant Federal Court, although several of
such decisions are currently on appeal. If any such appeal is successful, the
shareholders of Telebras will be required to reapprove the Breakup or other
legislative actions may be required.
The lawsuits to which the Breakup has been subjected are based on a number
of legal theories, the principal among which are that (i) Brazil's
Constitution requires that the creation of the twelve New Holding Companies be
specifically authorized by the Telecommunications Law--the Breakup is not so
authorized; (ii) the shareholders' meeting of Telebras held on May 22, 1998
which approved the Breakup was not properly convened; (iii) national
sovereignty will be threatened if the country's telecommunications companies
are controlled by foreign entities; and (iv) the Telecommunications Law
requires that matters, such as the entry of new competitors and the
administration of development and technology funds, be regulated prior to the
Breakup and privatization either by an executive order of the President or by
an act of Congress. If any of the plaintiffs in the above-described lawsuits
ultimately prevails, the Breakup will have to be reinitiated. This could
require, depending upon the prevailing plaintiff's theory, any combination of
(i) amendment of the Telecommunications Law and (ii) reconvening the May 22,
1998 Telebras shareholders' meeting. It is theoretically possible under
Brazilian law for a court to require that the Breakup be unwound, although the
Company believes that this would not be likely to occur.
The Company is a party to certain legal proceedings arising in the normal
course of business. The Company has provided for or deposited in court amounts
to cover its estimated losses due to adverse legal judgments. In the opinion
of management, such actions, if decided adversely to the Company, would not
have a material adverse effect on the Company's business, financial condition
or results of operations.
Telebras and the Predecessor Companies, the legal predecessors of the
Registrant, and the Subsidiaries of the Registrant, respectively, are
defendants in a number of legal proceedings and subject to certain other
claims and contingencies. Liability for any claims arising out of acts
committed by the Predecessor Companies prior to the effective date of the
spin-off of the cellular assets and liabilities of the Predecessor Companies
to the
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<PAGE>
Subsidiaries of the Registrant remains with the Predecessor Companies, except
for those liabilities for which specific accounting provisions have been
assigned to the Subsidiaries of the Registrant. Any claims against the
Predecessor Companies which are not satisfied by the Predecessor Companies
could result in claims against the Subsidiaries of the Registrant to the
extent that the Subsidiaries of the Registrant have received assets which
might have been used to settle those claims had they not been spun off from
the Predecessor Companies.
Under the terms of the Breakup, liability for any claims arising out of acts
committed by Telebras prior to the effective date of the Breakup remains with
Telebras, except for labor and tax claims (in which case Telebras and the New
Holding Companies are jointly and severally liable by operation of law) and
any liability for which specific accounting provisions have been assigned to
the Registrant or one of the other New Holding Companies. Creditors of
Telebras may challenge this allocation of liability until September 14, 1998.
Management of the Company believes that the chances of any such claims
materializing and having a material adverse financial effect on the Company
are remote.
ITEM 4: CONTROL OF REGISTRANT
Of the Registrant's two classes of capital stock outstanding, only the
Common Shares have full voting rights. The Preferred Shares have voting rights
under limited circumstances. See "Description of Securities to be Registered--
Capital Stock--Voting Rights." Splice owns 51.8% of the Common Shares.
Accordingly, Splice has the ability to control the election of the
Registrant's Board of Directors and the direction and future operations of the
Company.
The following table sets forth information concerning the ownership of
Common Shares by Splice and by the Registrant's officers and directors as a
group. The Company is not aware of any other shareholder owning more than
10.0% of the Common Shares.
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
COMMON OUTSTANDING
NAME OF OWNER SHARES OWNED COMMON SHARES
------------- -------------- -------------
<S> <C> <C>
Splice........................................... 64,405,151,125 51.79%
All directors and executives officers as a group
(10 persons).................................... 4 0.00%
</TABLE>
The following is a description of the business activities of Splice.
SPLICE DO BRASIL. Splice is a Brazilian company dedicated to the
development, manufacture and supply of digital electronic and
telecommunications equipment. Splice's activities include export of
telecommunications equipment, installation of telephone lines in rural and
urban areas, financing of telephone lines directly to the subscribers and
providing alphanumeric paging services in ten of the largest Brazilian cities.
ITEM 5: NATURE OF TRADING MARKET
There has never been a trading market for the ADSs. Prior to September 21,
1998, there was no trading market for the Common Shares or the Preferred
Shares. The common shares and preferred shares of Telebrasilia Cellular have
traded on the Bolsa de Valores de Sao Paulo (the "Sao Paulo Stock Exchange")
since May 18, 1998. Prior to that date, Telebrasilia Cellular shares traded on
such exchange as units with shares of Telebrasilia. Prior to the spin-off of
the Predecessor Companies' cellular operations to the Subsidiaries, the common
shares and preferred shares of Telebrasilia traded on the Sao Paulo Stock
Exchange. The common shares and preferred shares of Telegoias, Telems,
Telemat, Teleron and Teleacre never traded on any of the Brazilian Stock
Exchanges.
The table below sets forth, for the periods indicated, the high and low
closing sales prices for the preferred shares of Telebrasilia Cellular as
reported on the Sao Paulo Stock Exchange since the spin-off of Telebrasilia's
cellular operations. The market price of the Preferred Shares may differ
materially from the market price of the preferred shares of Telebrasilia
Cellular. Two factors accounting for this difference are (i) that the
Registrant has certain assets and liabilities that Telebrasilia Cellular does
not (see Note 23 to the Consolidated Financial
27
<PAGE>
Statements) and (ii) that the capital structure of Telebrasilia Cellular
differs significantly from that of the Registrant. As of June 30, 1998,
Telebrasilia Cellular had 922.0 million common shares and 1,111.5 million
preferred shares outstanding. See "Description of Securities to be
Registered--Capital Stock--General."
<TABLE>
<CAPTION>
PRICES PER 1,000
PREFERRED SHARES
OF
TELEBRASILIA
CELLULAR(1)
-----------------
HIGH LOW
-------- --------
(IN NOMINAL
REAIS)
<S> <C> <C>
May 18, 1998 through May 31, 1998.......................... R$165.00 R$125.00
June 1, 1998 through June 30, 1998......................... R$143.49 R$ 82.00
July 1, 1998 through July 24, 1998......................... R$ 84.00 R$ 76.00
August 1, 1998 through August 31, 1998..................... R$ 64.99 R$ 64.00
September 1, 1998 through September 30, 1998............... R$ 35.10 R$ 35.00
</TABLE>
- --------
(1) Shares prices are for Telebrasilia Cellular, a subsidiary of the
Registrant, and not for the Registrant itself.
Following the Breakup and until September 21, 1998, the preferred shares of
each of the New Holding Companies, including the Preferred Shares, traded on
the Brazilian Stock Exchanges only as a unit with the preferred shares of
Telebras. Telebras ADS, each representing 1,000 Telebras Preferred Shares and,
since the Breakup, each also representing 1,000 preferred shares of each of
the New Holding Companies, have continued to trade on the NYSE.
On September 21, 1998, shares of each New Holding Company, including the
Preferred Shares, commenced trading separately on the Brazilian Stock
Exchanges. The table below sets forth, for the periods indicated, the high and
low closing sales prices for the Preferred Shares of the Registrant as
reported on the Sao Paulo Stock Exchange.
<TABLE>
<CAPTION>
PRICES PER 1,000
PREFERRED SHARES OF
THE REGISTRANT
-------------------
HIGH LOW
-------------------
(IN NOMINAL REAIS)
<S> <C> <C>
September 21, 1998 through September 30, 1998............ R$0.84 R$0.70
October 1, 1998 through October 23, 1998................. R$0.83 R$0.73
</TABLE>
It is expected that during the fourth quarter of 1998 American Depositary
Shares representing preferred shares of each New Holding Company will be
issued and commence trading separately on the NYSE. The ADSs, each
representing 3,000 Preferred Shares of the Registrant, will be issued to the
holders of Telebras ADSs pursuant to a Deposit Agreement (the "Deposit
Agreement") among the Registrant, The Bank of New York, as Depositary (the
"Depositary") and the holders of the ADSs from time to time. See "Description
of Securities to be Registered--Description of American Depositary Receipts in
respect of Preferred Shares."
Application has been made to list the ADS on the NYSE upon issuance under
the symbol TRO. Prices at which the Preferred Shares and the ADSs may trade
cannot be predicted. There can be no assurance that an active trading market
for the Preferred Shares in Brazil or for the ADSs in the United States or
elsewhere will develop or be sustained.
TRADING ON THE BRAZILIAN STOCK EXCHANGES
Of Brazil's nine stock exchanges, the Sao Paulo Stock Exchange and the Rio
de Janeiro Stock Exchange are the most significant. During 1997, the Sao Paulo
Stock Exchange accounted for approximately 93% of the trading value of equity
securities on all Brazilian stock exchanges, and the Sao Paulo Stock Exchange
and the Rio de Janeiro Stock Exchange together accounted for approximately 99%
of the trading value of equity securities on all Brazilian stock exchanges.
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<PAGE>
Each Brazilian stock exchange is a non-profit entity owned by its member
brokerage firms. Trading on each exchange is limited to member brokerage firms
and a limited number of authorized non-members. The Sao Paulo Stock Exchange
and the Rio de Janeiro Stock Exchange have two open outcry trading sessions
each day, from 10:00 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:00 p.m. Trading
is also conducted during this time on an automated system on the Sao Paulo
Stock Exchange and on the National Electronic Trading System ("SENN"), a
computerized system that links the Rio de Janeiro Stock Exchange
electronically with the seven smaller regional exchanges. Market makers exist
on the Sao Paulo Stock Exchange, but are only authorized to make markets in
options for stock indices which are traded on that exchange and to engage in
transactions on META (Mercado de Empresas Teleassistidas), an electronic
trading system operating at the Sao Paulo Stock Exchange and permitting
trading in the securities of companies registered for that purpose. These
companies must appoint the market makers authorized to deal in their
securities. There are no specialists or market makers for the Company's shares
on the Sao Paulo Stock Exchange. The CVM and each of the Brazilian stock
exchanges have discretionary authority to suspend trading in shares of a
particular issuer under certain circumstances. Trading in securities listed on
the Brazilian stock exchanges may be effected off the exchanges in certain
circumstances, although such trading is very limited.
Settlement of transactions is effected three business days after the trade
date without adjustment of the purchase price for inflation. Payment for
shares is made through the facilities of separate clearinghouses for each
exchange, which maintain accounts for member brokerage firms. The seller is
ordinarily required to deliver the shares to the exchange on the second
business day following the trade date. The clearinghouse for the Sao Paulo
Stock Exchange is Calispa S.A., which is owned by the member brokerage firms.
The clearinghouse for the Rio de Janeiro Stock Exchange is CLC-Camara de
Liquidacao e Custodia S.A., which is 99% owned by that exchange.
At December 31, 1997, the aggregate market capitalization of the 536
companies listed on the Sao Paulo Stock Exchange was approximately R$285.0
billion. Substantially the same securities are listed on the Sao Paulo Stock
Exchange and on the Rio de Janeiro Stock Exchange. Although all the
outstanding shares of an exchange-listed company may trade on a Brazilian
stock exchange, in most cases less than half of the listed shares are actually
available for trading by the public, the remainder being held by small groups
of controlling persons that rarely trade their shares. This is particularly
true in the case of mixed-capital companies, such as the Company before the
privatization, of which more than half of the voting shares must by law be
owned by Brazilian governmental entities. For this reason, data showing the
total market capitalization of Brazilian stock exchanges tends to overstate
the liquidity of the Brazilian equity securities market.
Although the Brazilian equity market was Latin America's largest in terms of
market capitalization, it is relatively small and illiquid compared to major
world markets. In 1997, the combined daily trading volumes on these two
exchanges averaged approximately R$945.4 million. In 1997, the five most
actively traded issues represented approximately 72.9% of the total trading in
the cash market on the Sao Paulo Stock Exchange and approximately 50.5% of the
total trading in the cash market on the Rio de Janeiro Stock Exchange.
Trading on Brazilian stock exchanges by non-residents of Brazil is subject
to certain limitations under Brazilian foreign investment legislation. See
"Description of Securities to be Registered."
REGULATION OF BRAZILIAN SECURITIES MARKETS
The Brazilian securities markets are regulated by the CVM, which has
authority over stock exchanges and the securities markets generally, and by
the Central Bank of Brazil, which has, among other powers, licensing authority
over brokerage firms and regulates foreign investment and foreign exchange
transactions. The Brazilian securities market is governed by Law No. 6,385
dated December 7, 1976, as amended (the "Brazilian Securities Law"), and the
Brazilian Corporation Law.
Under the Brazilian Corporation Law, a company is either public, a
"companhia aberta," such as the Company, or private, a "companhia fechada."
All public companies are registered with the CVM and are subject to reporting
requirements. A company registered with the CVM may have its securities traded
either on
29
<PAGE>
the Brazilian stock exchanges or in the Brazilian over-the-counter ("Brazilian
OTC") market. The shares of a public company, including the Company, may also
be traded privately, subject to certain limitations. To be listed on the
Brazilian stock exchanges, a company must apply for registration with the CVM
and the stock exchange where the head office of the company is located. Once
this stock exchange has admitted a company to listing and the CVM has accepted
its registration as a public company, its securities may be traded on all
other Brazilian stock exchanges.
Trading in securities on the Brazilian stock exchanges may be suspended at
the request of a company in anticipation of a material announcement. Trading
may also be suspended on the initiative of a Brazilian stock exchange or the
CVM, among other reasons, based on or due to a belief that a company has
provided inadequate information regarding a material event or has provided
inadequate responses to inquiries by the CVM or the relevant stock exchange.
The Brazilian Securities Law provided for, among other things, disclosure
requirements, restrictions on insider trading and price manipulation, and
protection of minority shareholders. However, the Brazilian securities markets
are not as highly regulated and supervised as the United States securities
markets or markets in certain other jurisdictions.
ITEM 6: EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
There are no restrictions on ownership of Preferred Shares or Common Shares
of the Registrant by individuals or legal entities domiciled outside Brazil.
Until the Registrant was privatized, it was subject to the provisions of
Brazilian corporate law applicable to mixed-capital companies under Brazilian
law. These provisions ceased to apply after the Registrant was privatized. As
a mixed-capital company, the Registrant was not subject to bankruptcy and the
Federal Government was contingently liable for the obligations of the
Registrant for so long as its assets were encumbered and attached. However,
substantial limitations applied to the attachment or sale of assets of the
operating subsidiaries of the Registrant that were used to provide
telecommunications services pursuant to the Company's concession. Similarly,
the sale of shares representing voting control of operating subsidiaries
providing public telecommunications services was subject to government
authorization. The sale of preferred shares of operating subsidiaries, or of
assets not used to provide telecommunications services, was not subject to
these restrictions.
The right to convert dividend payments and proceeds from the sale of shares
into foreign currency and to remit such amounts outside Brazil is subject to
restrictions under foreign investment legislation which generally requires,
among other things, that the relevant investments have been registered with
the Central Bank of Brazil. Such restrictions on the remittance of foreign
capital abroad may hinder or prevent the Banco Itau S.A. (the "Custodian"), as
custodian for the Preferred Shares represented by ADSs, or holders who have
exchanged ADRs for Preferred Shares from converting dividends, distributions
or the proceeds from any sale of such Preferred Shares, as the case may be,
into U.S. dollars and remitting such U.S. dollars abroad. Holders of ADSs
could be adversely affected by delays in, or refusal to grant any, required
government approval for conversions of Brazilian currency payments and
remittances abroad of the Preferred Shares underlying the ADSs.
Under Annex IV to Resolution No. 1,289 of the National Monetary Council, as
amended (the "Annex IV Regulations"), qualified foreign investors (which
principally include foreign financial institutions, insurance companies,
pension and investment funds, charitable foreign institutions and other
institutions that (i) seek to invest in financial markets and (ii) meet
certain minimum capital and other requirements) registered with the CVM and
acting through authorized custody accounts managed by local agents may buy and
sell shares on Brazilian stock exchanges without obtaining separate
Certificates of Registration for each transaction. Investors under the Annex
IV Regulations are also entitled to favorable tax treatment. See "Taxation--
Brazilian Tax Considerations." Resolution No. 1,927 of the National Monetary
Council, which is the restated and amended Annex V to Resolution No. 1,289 of
the National Monetary Council (the "Annex V Regulations"), provides for the
issuance of depositary receipts in foreign markets in respect of shares of
Brazilian issuers. The ADS program will be approved under the
30
<PAGE>
Annex V Regulations by the Central Bank of Brazil and the CVM prior to the
issuance of the ADSs. Accordingly, the proceeds from the sale of ADSs by ADR
holders outside Brazil are free of Brazilian foreign investment controls and
holders of the ADSs will be entitled to favorable tax treatment. See
"Taxation--Brazilian Tax Considerations."
A Certificate of Registration will be issued in the name of the Depositary
with respect to the ADSs prior to the issuance of the ADSs and will be
maintained by the Custodian on behalf of the Depositary. Pursuant to the
Certificate of Registration, the Custodian and the Depositary are able to
convert dividends and other distributions with respect to the Preferred Shares
represented by ADSs into foreign currency and remit the proceeds outside
Brazil. In the event that a holder of ADSs exchanges such ADSs for Preferred
Shares, such holder will be entitled to continue to rely on the Depositary's
Certificate of Registration for five business days after such exchange,
following which such holder must seek to obtain its own Certificate of
Registration with the Central Bank of Brazil. Thereafter, any holder of
Preferred Shares may not be able to convert into foreign currency and remit
outside Brazil the proceeds from the disposition of, or distributions with
respect to, such Preferred Shares, unless such holder (i) qualifies under the
Annex IV Regulations or (ii) obtains its own Certificate of Registration, and
in the case of (ii), it will be subject to less favorable Brazilian tax
treatment than a holder of ADSs. See "Taxation--Brazilian Tax Considerations."
Under current Brazilian legislation, the Federal Government may impose
temporary restrictions on remittances of foreign capital abroad in the event
of a serious imbalance or an anticipated serious imbalance of Brazil's balance
of payments. For approximately six months in 1989 and early 1990, the Federal
Government froze all dividend and capital repatriations held by the Central
Bank of Brazil that were owed to foreign equity investors, in order to
conserve Brazil's foreign currency reserves. These amounts were subsequently
released in accordance with Federal Government directives. The imbalance in
Brazil's balance of payments increased during 1997, and there can be no
assurance that the Federal Government will not impose similar restrictions on
foreign repatriations in the future.
ITEM 7: TAXATION
The following summary contains a description of the principal Brazilian and
U.S. federal income tax consequences of the acquisition, ownership and
disposition of Preferred Shares or ADSs, but it does not purport to be a
comprehensive description of all the tax considerations that may be relevant
to a decision to purchase Preferred Shares or ADSs. The summary is based upon
the tax laws of Brazil and regulations thereunder and on the tax laws of the
United States and regulations thereunder as in effect on the date hereof,
which are subject to change. This summary is also based upon the
representations of the Depositary and on the assumption that each obligation
in the Deposit Agreement relating to the ADRs and any related documents will
be performed in accordance with its terms. PROSPECTIVE PURCHASERS OF PREFERRED
SHARES OR ADSs SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX
CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF PREFERRED SHARES
OR ADSs.
Although there is at present no income tax treaty between Brazil and the
United States, the tax authorities of the two countries have had discussions
that may culminate in such a treaty. No assurance can be given, however, as to
whether or when a treaty will enter into force or how it will affect the U.S.
holders of Preferred Shares or ADSs. Prospective holders of Preferred Shares
or ADSs should consult their own tax advisors as to the tax consequences of
the acquisition, ownership and disposition of Preferred Shares or ADSs in
their particular circumstances.
BRAZILIAN TAX CONSIDERATIONS
The following discussion summarizes the principal Brazilian tax consequences
of the acquisition, ownership and disposition of Preferred Shares or ADSs by a
holder that is not domiciled in Brazil for purposes of Brazilian taxation and,
in the case of a holder of Preferred Shares, that has registered its
investment in Preferred Shares with the Central Bank of Brazil as a U.S.
dollar investment (in each case, a "non-Brazilian holder"). It is based on
Brazilian law as currently in effect. Any change in such law may change the
consequences described below. The
31
<PAGE>
following discussion summarizes the principal tax consequences applicable
under current Brazilian law to non-Brazilian holders of Preferred Shares or
ADSs; it does not specifically address all of the Brazilian tax considerations
applicable to any particular non-Brazilian holder, and each non-Brazilian
holder should consult his or her own tax advisor concerning the Brazilian tax
consequences of an investment in Preferred Shares or ADSs.
TAXATION OF DIVIDENDS
Dividends, including dividends paid in kind, paid by the Company (i) to the
Depositary in respect of the Preferred Shares underlying the ADSs or (ii) to a
non-Brazilian holder in respect of Preferred Shares will generally not be
subject to Brazilian withholding tax in the case of distributions of profits
earned as from January 1, 1996. Stock dividends relating to profits generated
prior to December 31, 1995 are not subject to withholding tax in Brazil unless
the stock is redeemed by the Company within five years from such distribution
or the non-Brazilian holder sells the stock in Brazil within such five-year
period.
Brazil has entered into tax treaties with several countries. However, there
is currently no tax treaty between the United States and Brazil. The only
Brazilian tax treaty now in effect that, if certain conditions are met, would
reduce the rate of the withholding tax on dividends in respect of profits
generated prior to December 31, 1995 below the generally applicable 15% rate
is the treaty with Japan, which would reduce such rate to 12.5% under the
circumstances stated in such treaty.
TAXATION OF GAINS
Gains realized outside Brazil by a non-Brazilian holder on the disposition
of ADSs to another non-Brazilian holder are not subject to Brazilian tax.
The withdrawal of Preferred Shares in exchange for ADSs is not subject to
Brazilian tax. The deposit of Preferred Shares in exchange for ADSs is not
subject to Brazilian tax provided that the Preferred Shares are registered
under the Annex IV Regulations. In the event the Preferred Shares are not so
registered, the deposit of Preferred Shares in exchange for ADSs may be
subject to Brazilian capital gains tax at the rate of 10% or 15% as described
below. On receipt of the underlying Preferred Shares, a non-Brazilian holder
who qualifies under the Annex IV Regulations will be entitled to register the
U.S. dollar value of such shares with the Central Bank of Brazil as described
below under "--Registered Capital."
Non-Brazilian holders are not subject to tax in Brazil on gains realized on
sales of Preferred Shares that occur abroad or on the proceeds of a redemption
of, or a liquidating distribution with respect to, Preferred Shares. As a
general rule, non-Brazilian holders are subject to a withholding tax imposed
at a rate of 15% on gains realized on sales or exchanges of Preferred Shares
that occur in Brazil to or with a resident of Brazil outside of a Brazilian
stock exchange. Non-Brazilian holders are generally subject to a withholding
tax at a rate of 10% on gains realized on sales or exchanges in Brazil of
Preferred Shares that occur on a Brazilian stock exchange but will not be
subject to tax if either such a sale is made within five business days of the
withdrawal of such Preferred Shares in exchange for ADSs and the proceeds
thereof are remitted abroad within such five-day period, or such a sale is
made under the Annex IV Regulations by certain qualified institutional non-
Brazilian holders that register with the CVM. Gains realized by an investor
under the Annex IV Regulations are not subject to tax, provided certain
conditions are met. The "gain realized" is the difference between the amount
in Brazilian currency realized on the sale or exchange and the acquisition
cost, measured in Brazilian currency without any correction for inflation, of
the shares sold. The "gain realized" as a result of a transaction with respect
to shares registered as an investment with the Central Bank of Brazil (and not
subject to the Annex IV Regulations) will be calculated based on the foreign
currency amount registered with the Central Bank of Brazil. There can be no
assurance that the current preferential treatment for holders of ADSs and non-
Brazilian holders of Preferred Shares under the Annex IV Regulations will not
be changed. Reductions in the tax rate provided for by Brazil's tax treaties
do not apply to tax on gains realized on sales or exchanges of Preferred
Shares.
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<PAGE>
Any exercise of preemptive rights relating to the Preferred Shares or ADSs
will not be subject to Brazilian taxation. Any gain on the sale or assignment
of preemptive rights relating to the Preferred Shares by the Depositary will
not be subject to Brazilian taxation.
DISTRIBUTIONS OF INTEREST ON NET WORTH
In accordance with Law No. 9,249, dated December 26, 1995, Brazilian
corporations may make payments to shareholders characterized as distributions
of interest on the Company's net worth. Such interest is limited to the
Federal Government's long-term interest rate (the "TJLP") as determined by the
Central Bank of Brazil from time to time (10.63% per annum for the three month
period starting June 1, 1998), and cannot exceed the greater of (i) 50% of net
income (before taking such distribution and any deductions for income taxes
into account) for the period in respect of which the payment is made or (ii)
50% of retained earnings.
Distributions of interest on net worth in respect of the Preferred Shares
paid to shareholders who are either Brazilian residents or non-Brazilian
residents, including holders of ADSs, are subject to Brazilian withholding tax
at the rate of 15% (except for interest due to the Federal Government, which
is exempt from tax withholding) and shall be deductible by the Registrant for
purposes of the Corporate Income Tax ("IRPJ") and Social Contribution on
Profit ("CSLL") (both of which are levied on the Company's profits) as long as
the payment of a distribution of interest is approved in the Registrant's
annual shareholders' meeting. The amount of distributions of interest on net
worth will be determined by the Board of Directors of the Registrant. No
assurance can be given that the Board of Directors of the Registrant will not
determine that future distributions of profits will be made by means of
interest on net worth instead of by means of dividends.
Under Brazilian law and regulations, the amount paid to shareholders as
interest on net worth (net of any withholding tax) may be treated as payment
in lieu of the Mandatory Dividend and Preferred Dividend (as defined under
"Description of Securities to be Registered--Capital Stock--Dividends"). In
addition, any Brazilian corporation distributing interest on net worth is
obligated to distribute to shareholders an amount sufficient to ensure that
the net amount received (after payment of withholding taxes) is at least equal
to the Mandatory Dividend.
Distributions of interest on net worth in respect of the Preferred Shares,
including to holders of ADSs, may be converted into U.S. dollars and remitted
outside of Brazil to U.S. holders, subject to relevant exchange restrictions.
See "Description of Securities to be Registered--Capital Stock--Payment of
Dividends" and "--Description of American Depositary Receipts in respect of
Preferred Shares--Dividends, Other Distributions and Rights."
OTHER BRAZILIAN TAXES
There are no Brazilian inheritance, gift or succession taxes applicable to
the ownership, transfer or disposition of Preferred Shares or ADSs by a non-
Brazilian holder except for gift and inheritance taxes levied by some States
in Brazil on gifts made or inheritances bestowed by individuals or entities
not resident or domiciled in Brazil or in the relevant State to individuals or
entities that are resident or domiciled within such State in Brazil. There are
no Brazilian stamp, issue, registration, or similar taxes or duties payable by
holders of Preferred Shares or ADSs.
Pursuant to Decree 2,219, dated May 2, 1997, a financial transaction tax
(the "IOF") may be imposed on the conversion into Brazilian currency of the
proceeds of a foreign investment in Brazil (including investments in Preferred
Shares and ADSs and investments made under the Annex IV Regulations) and may
also be imposed upon the conversion of Brazilian currency into foreign
currency (e.g., for purposes of paying dividends and interest). The IOF tax
rate is currently 0%. Although the Minister of Finance has the legal power to
increase the rate to a maximum of 25%, any such increase will be applicable
only to transactions occurring after such increase becomes effective.
33
<PAGE>
On January 24, 1997, a temporary tax was enacted. The Contribuicao
Provisoria sobre Movimentacao Financeira ("CPMF Tax"), which was created by
Constitutional Amendment No. 12 of August 16, 1996 and regulated by Law No.
9,311 of October 24, 1996, is levied on debits on bank accounts and certain
other payment made by a bank, at a rate of 0.2%, which may be raised at any
time to 0.25%. The CPMF Tax was initially scheduled to be collected until
February 22, 1998; the CPMF Tax was subsequently extended until January 27,
1999 by Law No. 9,539 of December 12, 1997.
REGISTERED CAPITAL
The amount of an investment in Preferred Shares held by a non-Brazilian
holder who qualifies under the Annex IV Regulations and obtains registration
with the CVM, or by the Depositary representing such holder, is eligible for
registration with the Central Bank of Brazil; such registration (the amount so
registered is referred to as "Registered Capital") allows the remittance
outside Brazil of foreign currency, converted at the Commercial Market Rate,
acquired with the proceeds of distributions on, and amounts realized with
respect to disposition of, such Preferred Shares. The Registered Capital for
each Preferred Share purchased in the form of an ADSs, or purchased in Brazil,
and deposited with the Depositary in exchange for a ADS, will be equal to its
purchase price (in U.S. dollars) to the purchaser. The Registered Capital for
a Preferred Share that is withdrawn upon surrender of an ADS will be the U.S.
dollar equivalent of (i) the average price of the Preferred Share on the
Brazilian stock exchange on which the greatest number of Preferred Shares was
sold on the day of withdrawal, or (ii) if no Preferred Shares were sold on
that day, the average price on the Brazilian stock exchange on which the
greatest number of Preferred Shares were sold in the fifteen trading sessions
immediately preceding such withdrawal. The U.S. dollar value of the Preferred
Shares is determined on the basis of the average Commercial Market Rates
quoted by the Central Bank of Brazil on such date (or, if the average price of
Preferred Shares is determined under clause (ii) of the preceding sentence,
the average of such average quoted rates on the same fifteen dates used to
determine the average price of the Preferred Shares).
A non-Brazilian holder of Preferred Shares may experience delays in
effecting such registration, which may delay remittances abroad. Such a delay
may adversely affect the amount, in U.S. dollars, received by the non-
Brazilian holder.
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The statements regarding U.S. tax law set forth below are based on U.S. law
as in force on the date of this Registration Statement, and changes to such
law subsequent to the date of this Registration Statement may affect the tax
consequences described herein. This summary describes the principal tax
consequences of the ownership and disposition of Preferred Shares or ADSs, but
it does not purport to be a comprehensive description of all of the tax
consequences that may be relevant to a decision to hold or dispose of
Preferred Shares or ADSs. This summary applies only to purchasers of Preferred
Shares or ADSs who will hold the Preferred Shares or ADSs as capital assets
and does not apply to special classes of holders such as dealers in securities
or currencies, holders whose functional currency is not the U.S. dollar,
holders of 10% or more of the shares of the Registrant, tax-exempt
organizations, financial institutions, holders liable for the alternative
minimum tax, securities traders who elect to account for their investment in
Preferred Shares or ADSs on a mark-to-market basis, and persons holding
Preferred Shares or ADSs in a hedging transaction or as part of a straddle or
conversion transaction.
Each holder should consult such holder's own tax advisor concerning the
overall tax consequences to it, including the consequences under foreign,
state and local laws, of an investment in Preferred Shares or ADSs.
In this discussion, references to "ADSs" also refer to Preferred Shares,
references to a "U.S. holder" are to a holder of an ADS (i) that is a citizen
or resident of the United States of America, (ii) that is a corporation
organized under the laws of the United States of America or any state thereof,
or (iii) that is otherwise subject to U.S. federal income taxation on a net
basis with respect to the ADS.
34
<PAGE>
For purposes of the U.S. Internal Revenue Code of 1986, as amended (the
"Code"), holders of ADRs will be treated as owners of the ADSs represented by
such ADRs.
TAXATION OF DIVIDENDS
A U.S. holder will recognize ordinary dividend income for U.S. federal
income tax purposes in an amount equal to the amount of any cash and the value
of any property distributed by the Registrant as a dividend to the extent that
such distribution is paid out of the Registrant's current or accumulated
earnings and profits ("e&p"), as determined for U.S. federal income tax
purposes, when such distribution is received by the Custodian or by the U.S.
holder, in the case of a holder of Preferred Shares. To the extent that such a
distribution exceeds the Registrant's e&p, it will be treated as a non-taxable
return of capital, to the extent of the U.S. holder's tax basis in the ADS (or
Preferred Shares, as the case may be), and thereafter as capital gain. The
amount of any distribution will include the amount of Brazilian tax withheld
on the amount distributed and the amount of a distribution paid in reais will
be measured by reference to the exchange rate for converting reais into U.S.
dollars in effect on the date the distribution is received by the Custodian,
or by a U.S. holder, in the case of a holder of Preferred Shares. If the
Custodian or U.S. holder, in the case of a holder of Preferred Shares, does
not convert such reais into U.S. dollars on the date it receives them, it is
possible that the U.S. holder will recognize foreign currency loss or gain,
which would be ordinary loss or gain, when the reais are converted into U.S.
dollars. Dividends paid by the Registrant will not be eligible for the
dividends received deduction allowed to corporations under the Code.
Distributions out of e&p with respect to the ADSs generally will be treated
as dividend income from sources outside of the United States and generally
will be treated separately along with other items of "passive" (or, in the
case of certain U.S. holders, "financial services") income for purposes of
determining the credit for foreign income taxes allowed under the Code.
Subject to certain limitations, the Brazilian withholding tax paid in
connection with any distribution with respect to the ADSs may be claimed as a
credit against the U.S. federal income tax liability of a U.S. holder if such
U.S. holder elects for that year to credit all foreign income taxes, or such
Brazilian withholding tax may be taken as a deduction. Under new rules enacted
by Congress in 1997 and other guidance recently released by the U.S. Treasury,
foreign tax credits will not be allowed for withholding taxes imposed in
respect of certain short-term or hedged positions in securities or in respect
of arrangements in which a U.S. holder's expected economic profit, after non-
U.S. taxes, is insubstantial. U.S. holders should consult their own tax
advisors concerning the implications of these rules in light of their
particular circumstances.
Distributions of additional shares to holders with respect to their ADSs
that are made as part of a pro rata distribution to all shareholders of the
Registrant generally will not be subject to U.S. federal income tax.
A holder of an ADS that is a foreign corporation or non-resident alien
individual (a "non-U.S. holder") generally will not be subject to U.S. federal
income tax or withholding tax on distributions with respect to ADSs that are
treated as dividend income for U.S. federal income tax purposes, and generally
will not be subject to U.S. federal income tax or withholding tax on
distributions with respect to ADSs that are treated as capital gain for U.S.
federal income tax purposes unless such holder would be subject to U.S.
federal income tax on gain realized on the sale or other disposition of ADSs,
as discussed below.
TAXATION OF CAPITAL GAINS
Upon the sale or other disposition of an ADS, a U.S. holder will recognize
gain or loss for U.S. federal income tax purposes in an amount equal to the
difference between the amount realized in consideration for the disposition of
the ADS (excluding the amount of any distribution paid to the Custodian but
not distributed by the Custodian prior to the disposition) and the U.S.
holder's tax basis in the ADS. Such gain or loss generally will be subject to
U.S. federal income tax and will be treated as capital gain or loss. Under
recently enacted legislation, long-term capital gains recognized by an
individual holder generally are subject to a maximum rate of 20 percent in
respect of property held for more than one year, effective for amounts
properly taken into account on or after January 1, 1998. The deductibility of
capital losses is subject to certain limitations. Gain
35
<PAGE>
realized by a U.S. holder on a sale or disposition of ADSs generally will be
treated as U.S. source income. Consequently, in the case of a disposition of
Preferred Shares in Brazil (which, unlike a disposition of ADSs, would be
taxable in Brazil), the U.S. holder might not be able to use the foreign tax
credit for Brazilian tax imposed on gain.
A non-U.S. holder will not be subject to U.S. federal income tax or
withholding tax on gain realized on the sale or other disposition of an ADS
unless (i) such gain is effectively connected with the conduct by the holder
of a trade or business in the United States, or (ii) such holder is an
individual who is present in the United States of America for 183 days or more
in the taxable year of the sale and certain other conditions are met.
U.S. BACKUP WITHHOLDING AND INFORMATION REPORTING
The information reporting requirements of the Code generally will apply to
distributions to a U.S. holder. Distributions to non-U.S. holders generally
will be exempt from information reporting and backup withholding under current
law but a non-U.S. holder may be required to establish its non-U.S. status in
order to claim such exemption.
ITEM 8: SELECTED FINANCIAL DATA
GENERAL
The table set forth below presents selected financial information for the
Company at and for the periods indicated. The information as of December 31,
1996 and 1997 and for the years ended December 31, 1995, 1996 and 1997 is
derived from and should be read in conjunction with, and is qualified in its
entirety by reference to, the Consolidated Financial Statements and the notes
thereto included elsewhere in this Registration Statement. The Consolidated
Financial Statements have been audited by KPMG Peat Marwick, independent
auditors, and their report on such Consolidated Financial Statements appears
elsewhere in this Registration Statement. The Consolidated Financial
Statements are prepared in accordance with Brazilian GAAP, which differ in
certain material respects from generally accepted accounting principles in the
United States ("U.S. GAAP"). See Note 24 to the Consolidated Financial
Statements for a summary of the differences between Brazilian GAAP and U.S.
GAAP and a reconciliation to U.S. GAAP of the Company's divisional equity at
December 31, 1996 and 1997 and income before interest income, unallocated
interest expense and taxes for the years ended December 31, 1996 and 1997. All
other selected financial information has been derived from the Company's
accounting records.
The Consolidated Financial Statements present the financial condition and
revenues and expenses of the Registrant and the consolidated cellular
telecommunications businesses of the Predecessor Companies, which were spun
off into the Subsidiaries of the Registrant, effective January 1, 1998. The
portion of the consolidated equity and income before interest income,
unallocated interest expense and taxes of the Company attributable to
shareholders of the Company other than Telebras at December 31, 1996 and 1997,
and for each of the years in the three year period ended December 31, 1997 is
reflected as "minority interests" in the Consolidated Financial Statements. At
December 31, 1997, such minority shareholders directly and indirectly owned
16.2%, 4.0%, 8.1%, 8.7%, 6.0% and 18.6% of the share capital of Telegoias,
Telems, Telemat, Teleron, Teleacre and Telebrasilia, respectively.
Cash and certain non-specific debt relating to the cellular
telecommunications businesses of the Predecessor Companies could not be
segregated from the Predecessor Companies prior to December 31, 1997 and such
amounts are not reflected in the Consolidated Financial Statements. As a
result, interest income, unallocated interest expense and taxes relating to
the cellular telecommunications businesses of the Predecessor Companies could
not be identified and reflected in the Consolidated Financial Statements. In
view of the exclusion of such revenues and expenses from the Consolidated
Financial Statements, historical income per share and dividend per share
information has not been included in the table below. See "Management's
Discussion and Analysis of Financial Condition and Revenues and Expenses--
Revenues and Expenses for the years ended December 31, 1995, 1996 and 1997--
Allocated interest expense."
36
<PAGE>
The formations of the Registrant and the Subsidiaries of the Registrant have
been accounted for as a reorganization of entities under common control in a
manner similar to a pooling of interests. The assets and liabilities of the
cellular telecommunications businesses of the Predecessor Companies were
transferred to the Subsidiaries of the Registrant, at their indexed historical
cost. The revenues and expenses associated with such assets and liabilities
were also allocated to the Subsidiaries of the Registrant. Separate records of
revenues from the cellular telecommunications businesses of the Predecessor
Companies were maintained historically. Accordingly, actual amounts were
allocated for the periods included herein. The Consolidated Statements of
Revenues and Expenses and Net Interdivisional Cash Distribution (Receipt) have
been prepared to include the historical activity related to the assets and
liabilities transferred. The Consolidated Financial Statements are not
necessarily indicative of what would have been the financial condition and
revenues and expenses of the Company as of December 31, 1996 and 1997, and for
the three year period ended December 31, 1997 had the cellular telephone
businesses of the Predecessor Companies been separate legal entities during
such period. See "Description of Business--Background," "--The Company" and
Notes 1, 2 and 23 to the Consolidated Financial Statements.
Certain of the constant real-denominated information herein has been
translated into U.S. dollars using the December 31, 1997 Commercial Market
Rate published by the Central Bank of Brazil of R$1.1164 to US$1.00. These
translations are presented solely for the convenience of the reader and should
not be construed as implying that local currency amounts represent, or could
have been, or could be, converted into U.S. dollars at such rates or any rate.
The Consolidated Financial Statements and, unless otherwise specified, all
financial information included in this Registration Statement, have been
restated to recognize certain effects of inflation and expressed in constant
reais of December 31, 1997 purchasing power. Such restatement has been
effected in accordance with Brazilian GAAP using the integral restatement
method (correcao integral) required by the CVM to be used for financial
statements of public corporations through December 31, 1995. Inflationary
gains or losses on monetary assets and liabilities have been allocated to
their corresponding income or expense caption in the Statements of Revenues
and Expenses. Inflationary gains or losses without a corresponding income or
expense caption have been allocated to other net operating income (expense).
See Note 2a to the Consolidated Financial Statements.
Until December 31, 1995, the relevant inflation index selected by the CVM
and the one used for the constant currency method under Brazilian GAAP was the
UFIR. Effective January 1, 1996, the CVM no longer requires Brazilian
companies to restate their financial statements for reporting purposes in
constant currency by indexing historical amounts using the UFIR. Restatement
in constant currency is now optional and any general price index may be used.
The Brazilian Institute of Accountants has recommended that the IGP-M be used
for this purpose. The Company's management believes that the IGP-M is the most
appropriate measure of the general price inflation in Brazil and has elected
the IGP-M for purposes of preparing its consolidated financial statements in
accordance with the constant currency method as of January 1, 1996.
In July 1997, the three-year cumulative inflation rate for Brazil fell below
100%; however, for accounting purposes, the constant currency method has
continued to be applied. The Brazilian Institute of Accountants has not yet
published definitive rules regarding when the constant currency method of
accounting may no longer be used to prepare the financial statements. If the
Brazilian Institute of Accountants determines that the constant currency
method may no longer be used to prepare financial statements beginning January
1, 1998, the restated balances of nonmonetary assets and liabilities of the
Company as of December 31, 1997 will become the new basis for accounting, and
income statement items will no longer be restated for inflation.
37
<PAGE>
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1995 1996 1997 1997
--------- ---------- ---------- -------------------
(IN THOUSANDS OF CONSTANT (IN THOUSANDS
REAIS, EXCEPT PER SHARE DATA) OF U.S. DOLLARS)(1)
<S> <C> <C> <C> <C>
STATEMENT OF REVENUES
AND EXPENSES DATA:
Brazilian GAAP
Net operating revenues
from telecommunica-
tions services........ 154,422 298,318 438,269 392,573
Cost of services(2).... (59,658) (104,589) (183,729) (164,573)
--------- ---------- ---------- --------
Gross profit........... 94,764 193,729 254,540 228,000
Operating expenses:
Selling expense...... (8,385) (15,213) (49,285) (44,146)
General and adminis-
trative expense..... (13,441) (21,946) (37,723) (33,790)
Other net operating
income.............. 1,522 2,975 3,612 3,236
--------- ---------- ---------- --------
Total.............. (20,304) (34,184) (83,396) (74,700)
Operating income before
interest.............. 74,460 159,545 171,144 153,300
Allocated interest ex-
pense................. (1,480) (3,596) (3,724) (3,336)
--------- ---------- ---------- --------
Operating income before
interest income and
unallocated
interest expense...... 72,980 155,949 167,420 149,964
Net non-operating ex-
pense................. -- -- (50) (45)
Employees' profit
share................. (63) (223) (283) (253)
--------- ---------- ---------- --------
Income before interest
income, unallocated
interest expense,
taxes and minority
interests............. 72,917 155,726 167,087 149,666
Minority interests
before interest
income, unallocated
interest expense and
taxes................. (6,437) (15,883) (23,308) (20,878)
--------- ---------- ---------- --------
Income before interest
income, unallocated
interest expense
and taxes(3).......... 66,480 139,843 143,779 128,788
========= ========== ========== ========
U.S. GAAP
Income before interest income,
unallocated interest expense
and taxes(3).................... 142,585 148,759 133,249
========== ========== ========
FINANCIAL CONDITION
DATA (AT DECEMBER 31):
Brazilian GAAP
Property, plant and
equipment, net........ 318,248 523,479 577,798 517,555
Total assets........... 341,056 573,686 690,055 618,109
Loans and financing--
current portion....... 11,946 14,271 9,568 8,570
Loans and financing--
noncurrent portion.... 25,930 39,098 30,340 27,177
Divisional equity...... 244,014 402,893 514,548 460,900
U.S. GAAP
Property, plant and equipment,
net............................. 497,932 540,365 484,025
Total assets..................... 556,570 664,975 595,642
Loans and financing--current
portion......................... 13,147 9,202 8,243
Loans and financing--noncurrent
portion......................... 39,098 30,340 27,177
Divisional equity................ 387,694 493,084 441,673
</TABLE>
<TABLE>
<CAPTION>
MAY 22,
1998
----------------
(IN THOUSANDS OF
CONSTANT REAIS)
<S> <C>
NEW HOLDING COMPANY--BRAZILIAN GAAP SHAREHOLDERS' EQUITY(4):
Share capital................................................. 152,073
Income reserves............................................... 39,991
Retained earnings............................................. 338,538
-------
Total shareholders' equity.................................. 530,602
=======
</TABLE>
38
<PAGE>
SELECTED FINANCIAL INFORMATION FOR 1993 AND 1994:
Selected financial information as of and for the years ended December 31,
1993 and 1994 has not been presented as the accounting records for these years
were not maintained in a manner that would enable all costs, assets and
liabilities to be segregated between fixed and cellular operations. Given that
the Company's cellular business in 1993 and 1994 was in a developmental stage
having limited relevance to the Company's current operations, management
believes that the omitted selected financial information as of and for the
years ended December 31, 1993 and 1994 would not be material to an
understanding of the trends affecting the evolution of the Company's costs in
the periods presented or in future periods. However, information relating to
net operating revenues and number of subscribers at year end has been
presented in the following table.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1993 1994 1995 1996 1997 1997
------ ------ ------- ------- ------- ----------------
(IN THOUSANDS OF CONSTANT REAIS, (IN THOUSANDS OF
EXCEPT SUBSCRIBER DATA) U.S. DOLLARS)(1)
<S> <C> <C> <C> <C> <C> <C>
REVENUES AND SUBSCRIBERS
Net operating revenues.. 51,447 59,427 154,422 298,318 438,269 392,573
Subscribers (year end).. 17,620 76,129 159,232 298,695 373,510
</TABLE>
- --------
(1) The translation of Brazilian real amounts into U.S. dollar amounts is
unaudited and included solely for the convenience of the reader. Such
U.S. dollar amounts have been translated from reais at the Commercial
Market Rate published by the Central Bank of Brazil for December 31,
1997 which was R$1.1164 to US$1.00. This translation should not be
construed as a representation that the real amounts actually represent
such U.S. dollar amounts or could be converted into U.S. dollars at the
rate indicated.
(2) Net operating revenue from cellular telecommunications services includes
revenues from activation fees of R$14.1 million, R$52.1 million and
R$31.4 million in 1995, 1996 and 1997, respectively. Management expects
that activation fees will become subject to price pressure and be a
significantly declining source of income going forward as new
competitors enter the market. See "Management's Discussion and Analysis
of Financial Condition and Revenues and Expenses--Revenues and Expenses
for the years ended December 31, 1995, 1996 and 1997--Net operating
revenues--Activation fees."
(3) The consolidated net income of the Company has not been presented as
cash and nonspecific debt relating to the cellular telecommunications
businesses of the Predecessor Companies could not be segregated from the
Predecessor Companies prior to December 31, 1997. Accordingly, the
Consolidated Statement of Revenues and Expenses Data does not include
interest income and additional interest expenses, if any, associated
with such cash and nonspecific debt. Had such amounts been reported, the
Company would have deducted income and social contribution taxes
utilizing the effective tax rates of the Subsidiaries for the periods
presented. For US GAAP purposes, the income and social contribution
taxes would have been adjusted from the Brazilian GAAP amounts to
reflect the impact of the indexation of permanent assets. In addition,
in order to report combined net income, minority interests would have
been adjusted giving effect to the adjustments noted above.
(4) On May 22, 1998 the shareholders of Telebras approved Telebras' division
into the New Holding Companies, whereby existing shareholders received
shares in the New Holding Companies in proportion to their holdings in
Telebras. In addition to approving the allocation of assets and
liabilities to the New Holding Companies at the May 22, 1998 meeting,
the shareholders also approved a specific structure for the
shareholders' equity of each New Holding Company which included an
allocation of a portion of the retained earnings of Telebras.
Consequently, the amounts of the balances of capital, reserves and
retained earnings were established.
For U.S. GAAP purposes, the "retained earnings" allocated from Telebras
would be referred to as Distributable Capital as this amount represents
capital allocated from Telebras. See Note 23 to the Consolidated Financial
Statements.
39
<PAGE>
ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
REVENUES AND EXPENSES
The following discussion of the consolidated financial condition and
revenues and expenses of the Company for the years ended December 31, 1995,
1996 and 1997 should be read in conjunction with the Consolidated Financial
Statements of the Company and the Notes thereto included elsewhere in this
Registration Statement. The Consolidated Financial Statements have been
prepared in accordance with Brazilian GAAP, which differs in certain
significant respects from U.S. GAAP. Note 24 to the Consolidated Financial
Statements provides a description of the principal differences between U.S.
GAAP and Brazilian GAAP as they relate to the Company, and a reconciliation to
U.S. GAAP of income before interest income, unallocated interest expense and
taxes for the two years ended December 31, 1996 and 1997 and divisional equity
as of December 31, 1996 and 1997.
FORMATION OF THE REGISTRANT AND PRESENTATION OF FINANCIAL INFORMATION
On May 22, 1998, in preparation for the privatization of the Telebras
System, the Telebras System was restructured to form, in addition to Telebras,
the twelve New Holding Companies. The restructuring of the Telebras System was
accomplished by means of a procedure under Brazilian law called cisao or
"split-up." Virtually all the assets and liabilities of Telebras were
allocated to the New Holding Companies which, together with their respective
subsidiaries, comprise (a) three regional fixed-line operators, (b) eight
regional cellular operators and (c) one domestic and international long-
distance operator. The Registrant is one of the New Holding Companies that was
formed on May 22, 1998 as part of the Breakup of Telebras. In the Breakup,
certain assets and liabilities of Telebras, including 83.8%, 96.0%, 91.9%,
91.3%, 94.0% and 81.4% of the total share capital of Telegoias Cellular,
Telems Cellular, Telemat Cellular, Teleron Cellular, Teleacre Cellular and
Telebrasilia Cellular, respectively, were transferred to the Registrant.
The Consolidated Financial Statements present the financial condition and
revenues and expenses of the Registrant and the consolidated cellular
telecommunications businesses of the Predecessor Companies, which were spun
off into the Subsidiaries of the Registrant, effective January 1, 1998. The
portion of the combined equity and income before interest income, unallocated
interest expense and taxes of the Company attributable to shareholders of the
Company other than Telebras at December 31, 1996 and 1997, and for each of the
years in the three-year period ended December 31, 1997 is reflected as
"minority interests" in the Consolidated Financial Statements. At December 31,
1997, such minority shareholders directly and indirectly owned 16.2%, 4.0%,
8.1%, 8.7%, 6.0% and 18.6% of the share capital of Telegoias, Telems, Telemat,
Teleron, Teleacre and Telebrasilla, respectively.
The formations of the Registrant and the Subsidiaries of the Registrant have
been accounted for as a reorganization of entities under common control in a
manner similar to a pooling of interests. The assets and liabilities of the
cellular telecommunications businesses of each of the Predecessor Companies
were transferred to each of the Subsidiaries of the Registrant, as the case
may be, at their indexed historical cost. The revenues and expenses associated
with such assets and liabilities were also allocated to each of the
Subsidiaries of the Registrant, as the case may be. Separate records of
revenues from the cellular telecommunications businesses of the Predecessor
Companies were maintained historically. Accordingly, actual amounts were
allocated for the periods included herein. The Consolidated Statements of
Revenues and Expenses and Net Interdivisional Cash Distribution (Receipt) have
been prepared to include the historical activity related to the assets and
liabilities transferred. The Consolidated Financial Statements are not
necessarily indicative of what would have been the financial condition and
revenues and expenses of the Company as of December 31, 1996 and 1997 and for
the three-year period ended December 31, 1997 had the cellular
telecommunications businesses of the Predecessor Companies been separate legal
entities during such period. See "Description of Business--Background," "--The
Company" and Notes 1, 2 and 23 to the Consolidated Financial Statements.
At the May 22, 1998 Telebras Shareholders' meeting, the shareholders
approved a specific structure for the shareholders' equity of each New Holding
Company, which included an allocation of a portion of the retained earnings of
Telebras. In this manner, the balances of capital, reserves and retained
earnings, together with the corresponding assets and liabilities, for the
formation of Tele Centro Oeste Celular Participacoes S.A were
40
<PAGE>
established. Telebras retained within its own shareholders' equity sufficient
retained earnings from which certain dividends and other amounts. Telebras
allocated to each New Holding Company the balance of its retained earnings in
proportion to the allocated total net assets allocated to each such Company.
This value of allocated retained earnings does not represent the historical
retained earnings of the New Holding Companies. The assets which were spun-off
from Telebras, in addition to its investment in the operating subsidiaries,
resulted in an increase of R$16,054 thousand in relation to the Company's
historical divisional equity. See Note 23 to the Consolidated Financial
Statements. Allocated retained earnings and future retained earnings will be
the basis from which future dividends will be payable.
POLITICAL, ECONOMIC, REGULATORY AND COMPETITIVE FACTORS
The following discussion should be read in conjunction with the "Description
of Business" section included elsewhere in this Registration Statement. As set
forth in greater detail below, the Company's financial condition and revenues
and expenses are significantly affected by Brazilian telecommunications
regulation, including regulation of tariffs. See "Description of Business--
Regulation of the Brazilian Telecommunications Industry." The Company's
financial condition and revenues and expenses also have been, and are expected
to continue to be, affected by the political and economic environment in
Brazil. See "Description of Business--Brazilian Political Environment" and "--
Brazilian Economic Environment." In particular, the Company's financial
performance will be affected by (i) national economic growth and its impact on
demand for telecommunications services, (ii) the cost and availability of
financing and (iii) the exchange rates between Brazilian and foreign
currencies. In addition, the Presidential and Congressional elections to be
held in October 1998 could have a significant impact on whether the economic
stabilization and liberalization policies of the current administration can or
will be sustained following the elections.
In July 1996, Brazil's Congress enacted legislation which opened mobile
cellular communications to competition from the private sector. As a result,
the Company expects to face competition in the Region beginning in the fourth
quarter of 1998 and anticipates that prices for cellular telecommunications
services will decline and its operating margins will diminish. The scope of
increased competition and any adverse effects on the Company's results and
market share will depend on a variety of factors that cannot now be assessed
with precision and are beyond the Company's control. See "Description of
Business--Competition."
EFFECTS OF INFLATION AND DEVALUATION
The Company's results in the years for which financial information is
presented herein were affected by inflation and devaluation, and that
financial information should be evaluated in light of the methodology for
recognition of effects of inflation applied by the Company under Brazilian
GAAP.
The Consolidated Financial Statements and, unless otherwise specified, all
financial information included in this Registration Statement, have been
restated to recognize certain effects of inflation and expressed in constant
reais of December 31, 1997 purchasing power. Such restatement has been
effected in accordance with Brazilian GAAP using the integral restatement
method required by the CVM to be used for financial statements of public
corporations through December 31, 1995. Inflationary gains or losses on
monetary assets and liabilities have been allocated to their corresponding
income or expense caption in the statement of operations. Inflationary gains
or losses without a corresponding income or expense caption have been
allocated to other net operating income (expense). See Note 2a to the
Consolidated Financial Statements.
Until December 31, 1995, the relevant inflation index selected by the CVM
and the one used for the constant currency method under Brazilian GAAP was the
UFIR. Effective January 1, 1996, the CVM no longer requires Brazilian
companies to restate their financial statements for reporting purposes in
constant currency by indexing historical amounts using the UFIR. Restatement
in constant currency is now optional and any general price index may be used.
The Brazilian Institute of Accountants has recommended that the IGP-M be used
for this purpose. The Company's management believes that the IGP-M is the most
appropriate measure of the general price
41
<PAGE>
inflation in Brazil and has elected the IGP-M for purposes of preparing its
financial statements in accordance with the constant currency method as of
January 1, 1996.
In July 1997, the three-year cumulative inflation rate for Brazil fell below
100%; however, for accounting purposes, the constant currency method has
continued to be applied. The Brazilian Institute of Accountants has not yet
published definitive rules regarding when the constant currency method of
accounting may no longer be used to prepare the financial statements. If the
Brazilian Institute of Accountants determines that the constant currency
method may no longer be used to prepare financial statements beginning January
1, 1998, the restated balances of nonmonetary assets and liabilities of the
Company as of December 31, 1997 will become the new basis for accounting, and
income statement items will no longer be restated for inflation.
Because financial information for the Company is presented in constant
currency, reported revenues reflect average real rates (i.e., nominal rates as
restated in constant currency in accordance with variations in the applicable
index) rather than nominal rates. Inflation results in decreases in real rates
to the extent that nominal rate increases fail to keep pace with the rate of
inflation. In the years under review, rate increases in many cases lagged
behind inflation, resulting in steady real rate decreases. See "Description of
Business--Rates--Subscriber Rates."
FOREIGN EXCHANGE AND INTEREST RATE EXPOSURE
The Company's financial condition and revenues and expenses may be affected
by changes in foreign currency exchange rates (primarily the U.S. dollar/real
rate) and market rates of interest (primarily the London Interbank Offered
Rate ("LIBOR")).
The principal foreign exchange risk faced by the Company arises from the
excess of interest-bearing foreign currency liabilities over foreign currency
income generating assets. At December 31, 1997, the Company had R$ 39.7
million of financial liabilities (primarily suppliers credits) denominated in
U.S. dollars. The Company's revenues are earned almost entirely in reais and
the Company has no material dollar-denominated assets. During the three years
ended December 31, 1997, any losses arising from the devaluation of the real
against the U.S. dollar were offset by net inflationary gains on monetary
assets and liabilities. Should the Company cease using the constant currency
method of accounting in the future, such inflationary gains would no longer be
recognized. The Company does not hedge its foreign currency exposure and,
accordingly, any decrease in the value of the real relative to the dollar
could have a material adverse effect on the Company's revenues and expenses.
The Company also faces foreign exchange risk as a result of substantially all
its capital expenditures being incurred in dollars while its revenues are
earned almost entirely in reais. As a result of this mismatch, any increases
in the Company's capital costs arising from currency fluctuations may not be
compensated by increased revenues.
The Company's financial condition and revenues and expenses may also be
affected by changes in market rates of interest (primarily LIBOR). The Company
is exposed to interest rate risk as a consequence of its floating rate debt
and limited floating rate interest earning assets. At December 31, 1997, 89.3%
of the Company's interest bearing liabilities bore interest at floating rates.
The Company has not entered into derivative contracts or made other
arrangements to hedge against this risk. Accordingly, should market interest
rates rise (primarily LIBOR), the Company's financing expenses will increase.
YEAR 2000 COMPLIANCE
Year 2000 compliance is the ability of computer hardware and software to
respond to the problems posed by the fact that computer programs have
traditionally used two digits rather than four to record the applicable year.
As a consequence, any of the Company's computer programs that has date-
sensitive software may recognize a date recorded as "00" as the year 1900
rather that 2000. This could result in a system failure or miscalculations
causing disruption of operations, including a temporary inability to process
transaction, send invoices or engage in normal business activities.
42
<PAGE>
All of the principal computer systems relied upon by the Company are
presently provided by the Predecessor Companies pursuant to agreements that
requires those companies to repair and maintain the relevant computer systems.
In May 1997 the Predecessor Companies commenced programs to review their
respective computer systems, including those relied upon by the Company, and
to identify and resolve any problems posed by the year 2000 problem. The
Predecessor Companies believe they have identified all items of hardware and
software that might be affected by the year 2000 issue and are in the process
of implementing appropriate solutions. The Predecessor Companies expect the
program to be completed by January 1999 and to cost a total of R$5.8 million.
As the principal computer systems used by the Company will be reviewed by
Telesp pursuant to its year 2000 program, the Company does not expect to incur
any remediation expenses in relation to its principal computer systems.
The Company is in the process of replacing all of its principal computer
systems and expects that by March 1997 it will no longer rely upon the
Predecessor Companies for any of its information technology requirements. The
Company intends to ensure that all contracts relating to its new computer
systems include a provision assuring that the system is year 2000 compliant.
The Company has formally contacted its major network infrastructure
suppliers seeking their assurance that equipment supplied by them will not be
affected by the year 2000 issue. The Company has not yet received any
assurances. As of August 30, 1998, the Company had not determined its most
probable worst case scenarios in relation to the year 2000 and had not
formulated contingency plans in respect to such scenarios. However, the
Company expects to formulate such contingency plans prior to the year 2000.
There can be no assurance that the Company's financial condition or results of
operations will not be materially adversely affected by a failure by the
Company, the Predecessor Companies, or a third party upon whom the Company
relies, to timely address the year 2000 issue.
CVM Instruction 276, which was issued on May 8, 1998, requires all Brazilian
public companies to have addressed the Year 2000 issue by December 31, 1998.
Unless a discretionary extension is granted by the CVM, failure to have
addressed the Year 2000 issue by the CVM's deadline could result in the
imposition of fines of R$500 per day. As of October 9, 1998, the Company had
not requested any extension from the CVM and did not believe it would be
necessary to do so.
43
<PAGE>
REVENUES AND EXPENSES FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997
The following table sets forth, for each of the years in the three-year
period ended December 31, 1997, certain components of the Company's income
before interest income, unallocated interest expense and taxes in constant
reais and as a percentage of gross operating revenues, as well as the
proportional change from year to year in each such component, expressed as a
percentage.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, % CHANGE
--------------------------------------------------- -------------------
1995 %(1) 1996 %(1) 1997 %(1) 1995-1996 1996-1997
-------- ----- --------- ----- --------- ----- --------- ---------
(IN THOUSANDS OF CONSTANT REAIS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net operating revenue
from telecommunications
services:
Activation fees(2)..... R$14,108 7.3% R$ 52,130 14.1% R$ 31,406 5.7% 269.5% (39.8)%
Usage charges.......... 86,575 44.8 153,626 41.5 260,117 47.3 77.4 69.3
Monthly subscription
charges............... 50,425 26.1 98,268 26.5 141,374 25.7 94.9 43.9
Network usage charges.. 35,439 18.3 58,093 15.7 107,967 19.6 63.9 85.9
Other.................. 6,834 3.5 8,413 2.3 8,845 1.6 23.1 5.1
-------- ----- --------- ----- --------- ----- ----- -----
Total gross operating
revenues.............. 193,381 100.0 370,530 100.0 549,709 100.0 91.6 48.4
Taxes on operating
revenues and
discounts............. (38,959) (20.1) (72,212) (19.5) (111,440) (20.3) 85.4 54.3
-------- ----- --------- ----- --------- ----- ----- -----
Total................. 154,422 79.9 298,318 80.5 438,269 79.7 93.2 46.9
Cost of services:
Depreciation and
amortization.......... (16,284) (8.4) (28,764) (7.8) (44,596) (8.1) 76.6 55.0
Personnel.............. (1,062) (0.5) (1,723) (0.5) (3,881) (0.7) 62.2 125.2
Materials and
services.............. (13,973) (7.2) (24,250) (6.5) (57,527) (10.5) 73.6 137.2
Other:
Fixed-line network
expenses............. (23,887) (12.4) (44,272) (11.9) (60,476) (11.0) 85.3 36.6
Fistel tax............ (948) (0.5) (704) (0.2) (9,483) (1.7) (25.7) 820.9
Other................. (3,504) (1.8) (4,876) (1.3) (7,766) (1.4) 39.2 59.3
-------- ----- --------- ----- --------- ----- ----- -----
Total............... (59,658) (30.8) (104,589) (28.2) (183,729) (33.4) 75.3 75.7
Operating expenses:
Selling expense........ (8,385) (4.3) (15,213) (4.1) (49,285) (9.0) 81.4 224.0
General and
administrative
expense............... (13,441) (7.0) (21,946) (5.9) (37,723) (6.9) 63.3 71.9
Other net operating
income................ 1,522 0.8 2,975 0.8 3,612 0.7 95.5 21.4
-------- ----- --------- ----- --------- ----- ----- -----
Total................. (20,304) (10.5) (34,184) (9.2) (83,396) (15.2) 68.4 144.0
Operating income before
interest expense....... 74,460 38.5 159,545 43.0 171,144 31.1 114.3 7.2
Allocated interest
expense................ (1,480) (0.8) (3,596) (1.0) (3,724) (0.7) 143.0 3.6
-------- ----- --------- ----- --------- ----- ----- -----
Operating income before
interest income and
unallocated interest
expense................ 72,980 37.7 155,949 42.1 167,420 30.4 113.7 7.4
Net nonoperating
expense................ -- -- -- -- (50) -- -- --
Employees' profit
share.................. (63) -- (223) (0.1) (283) (0.1) 254.0 26.9
-------- ----- --------- ----- --------- ----- ----- -----
Income before interest
income, unallocated
interest expense, taxes
and minority
interests.............. 72,917 37.7 155,726 42.0 167,087 30.3 113.6 7.3
Minority interests
before interest income,
unallocated interest
expense and taxes...... (6,437) (3.3) (15,883) (4.3) (23,308) (4.2) 146.7 46.7
-------- ----- --------- ----- --------- ----- ----- -----
Income before interest
income, unallocated
interest expense and
taxes.................. R$66,480 34.4 R$139,843 37.7 R$143,779 26.1 110.3 2.8
======== ===== ========= ===== ========= ===== ===== =====
</TABLE>
- --------
(1)Represents line item as a percentage of gross revenues.
(2) Management expects that activation fees will become subject to price
pressure and be a significantly declining source of income going forward
as new competitors enter the market. See "--Net operating revenues--
Activation fees."
44
<PAGE>
NET OPERATING REVENUES
The Company generates operating revenue from (i) activation fees, which are
one-time sign-up charges paid to obtain cellular service, (ii) usage charges,
which include measured service charges based on tenths of a minute of outgoing
calls and roaming other similar charges, (iii) monthly subscription payments,
(iv) network usage charges, which are the amounts charged by the Company to
other cellular and fixed line telephone service providers for use of the
Company's network by such service providers' customers (e.g., when one of such
customers calls one of the Company's subscribers), and (v) other services and
charges, which primarily include fees arising from the transfer of cellular
service from one user to another, fees for cellular telephone service provided
to the Predecessor Companies and fees paid by subscribers for supplemental
services such as call forwarding, call waiting and call blocking. The Company
does not presently sell handsets or other equipment.
Net operating revenues increased 46.9% to R$438.3 million in 1997 from
R$298.3 million in 1996, which in turn represented a 93.2% increase from
R$154.4 million in 1995. The growth in revenues over this three year period
was principally driven by increases in the Company's subscriber base. The
average number of subscribers (which represents the average number of cellular
access lines in service) increased 55.3% to 347,300 in 1997 from 223,692 in
1996, which in turn represented a 89.1% increased from 118,267 in 1995.
Although the Company is not able to meet the entire demand for cellular
service in the state of Rondonia and Federal District and maintains a waiting
list, management believes that the waiting list will decrease as new
competitors enter the market and that activation fees will decline
significantly in 1998 and in future periods. In general, during 1997 the
growth in the Company's subscriber base has been offset in part by the decline
in the real value of the tariffs charged by the Company.
Activation fees. Revenues from activation fees decreased 39.8% to R$31.4
million in 1997 from R$52.1 million 1996, which in turn represented a 269.5%
increase in 1995 from R$14.1 million. The decrease in revenues from activation
fees in 1997 was principally due to an increase of 2.1% in the nominal tariff
not increasing in line with inflation and a decrease of 36.6% in the number of
subscribers initiating service from 144,961 in 1996 to 91,854 in 1997. The
decrease in number subscribers initiating service was because the Company did
not obtain authorization to invest resources to expand digital capacity to
accommodate customer demand. The increase in 1996 was principally due to an
increase in the nominal tariff of 68.9% and an increase of 152.9% in the
number of subscribers initiating services from 57,322 in 1995. Management
expects that activation fees will become subject to price pressure and be a
significantly declining source of income going forward as new competitors
enter the market. Although the Company does not presently have any plans to
reduce or cease charging activation fees, there can be no assurance that such
fees will not be substantially reduced or eliminated in the future as a result
of increased competition and satisfaction of demand for cellular telephone
services in the Region.
Usage Charges. Revenues from usage charges increased by 69.3% to R$260.1
million in 1997 from R$153.6 million in 1996, which in turn represented a
77.4% increase from R$86.6 million in 1995. The increase in 1997 principally
reflected a 63.1% increase in the total minutes of outgoing calls to 490,750
minutes in 1997 from 300,854 minutes in 1996, offset in part by a 7.2%
increase in the nominal rate on a weighted average basis not increasing in
line with inflation. In 1996, the growth in revenues from usage charges was
principally due to a 75.9% increase in the total minutes of outgoing calls
from 171,024 in 1995 and an increase of 19.4% in the nominal tariff on a
weighted average basis.
Monthly subscription payments. Revenues from monthly subscription payments
increased 43.9% to R$141.4 million in 1997 from R$98.3 million in 1996, which
in turn represented a 94.9% increase from R$50.4 million in 1995. The growth
in revenues in 1997 was mainly due to a 55.3% increase in the average number
of subscribers to approximately 347,300 in 1997 from approximately 223,692 in
1996, which was partly offset by a 0.9% increase in the nominal monthly
subscription charge not increasing in line with inflation for the Company's
Basic Plan. In 1996, the growth monthly subscription payments was mainly due
to a 89.1% increase in the average number of the Company's subscribers from
approximately 118,267 subscribers in 1995 and a 17.0% increase in the nominal
monthly subscription charge for the Company's Basic Plan.
45
<PAGE>
Network usage charges. Revenues from network usage charges increased by
85.9% in 1997 to R$108.0 million from R$58.1 million in 1996, which in turn
represented a 63.9% increase from R$35.4 million in 1995. The increase in 1997
was due to an increase in the volume of calls to the Company's clients
originating outside the Company's network. The total number of minutes
increased by 78.1% in 1997 to 520,275 minutes from 292,105 minutes in 1996,
while the nominal tariff increased by 4.3%, generally not increasing in line
with inflation. The increase in 1996 was principally due to a 72.0% increase
of total minutes from 169,877 minutes, which was partially offset by an 8.2%
increase in the nominal tariff not increasing in line with inflation.
Other revenue. Revenues from other services, which principally include fees
earned from the transfer of cellular telephone service from one user to
another, sales of cellular telephone service to the other Predecessor
Companies and value added services such as call forwarding, call waiting and
call blocking increased 5.1% in 1997 to R$8.8 million from R$8.4 million in
1996, which in turn represented a 23.1% increase from R$6.8 million in 1995.
The increase over the three-year period was principally due an increase in
value added services provided by the Company.
Value-added and other indirect taxes. The principal taxes deducted from
gross operating revenues are state value-added taxes, the Imposto sobre
Circulacao de Mercadorias e Servicos ("ICMS"), on certain operating revenues
from the provision of telecommunications services and federal social
contribution taxes, including the Programa de Assistencia aos Servidores de
Empresas Publicas ("PASEP") and Contribuicao para Financiamento da Seguridade
Social ("COFINS"). The ICMS on domestic telecommunications services is 25%.
The rate for international telecommunications services, which is 13% from
April 1994 to September 1996 and has been zero since September 1996. The PASEP
and COFINS aggregate to 2.65% of gross operating revenues. Taxes on operating
revenues were 20.1% of gross operating revenues in 1995, 19.5% in 1996 and
20.3% in 1997. The effective rate of taxes on gross operating revenues varies
depending upon the composition of the Company's revenues, some of which are
not taxable. Activation fees are expected to become subject to ICMS for the
first time with effect from July 1, 1998, which will significantly increase
the effective rate of taxation of operating revenues. See "Description of
Business--Rates--Taxes on Telecommunications Services."
On June 19, 1998 the secretaries of the treasury of the individual Brazilian
states approved an agreement to interpret existing Brazilian tax law to
broaden the application of the ICMS to cover not only telecommunications
services, but also other services, including cellular activation, which had
not been previously subject to such tax. Pursuant to this new interpretation
of existing tax law, the ICMS tax may be applied retroactively for such
telecommunications services rendered during the last five years.
The Company believes that the attempt by the state secretaries to extend the
scope of ICMS tax to services which are supplementary to basic
telecommunications services is unlawful because: (i) the state secretaries
acted beyond the scope of their authority; (ii) their interpretation would
subject certain services to taxation which are not considered
telecommunications services; and (iii) no new taxes may be applied
retroactively. In addition, the Company believes that the Predecessor
Companies, the legal predecessors of the Subsidiaries of the Registrant, would
be liable to the Subsidiaries for any payments made by the Subsidiaries in
connection with any claim arising out of the retroactive application of the
25% ICMS tax on activation fees for periods prior to 1998. See "Legal
Proceedings."
Each of the Registrant's Subsidiaries has filed lawsuits with the Treasury
Court of the Brazilian states in which such Subsidiaries are incorporated
seeking injunctive relief from retroactive and prospective application of the
ICMS tax to activation fees. All of the Subsidiaries, except for Telemat
Cellular, have obtained from the applicable Treasury Court a temporary
injunction relieving such Subsidiary from payment of retroactive and
prospective ICMS taxes with respect to activation fees during the pendency of
the lawsuit. The taxation authorities of certain of the states where the
lawsuits are pending may appeal the decisions of the Treasury Court to grant
temporary injunctions. There can be no assurance that the Subsidiaries would
ultimately prevail in any appeal relating to the temporary injunctions or in
the underlying litigation with respect to application of the ICMS tax to
activation fees.
46
<PAGE>
If the 25% ICMS tax were applied retroactively to activation fees for the
six-month period ended June 30, 1998, it would have a maximum negative impact
estimated at R$5.0 million on results of operations for 1998. If the 25% ICMS
tax were applied retroactively to activation fees earned by the Company during
the last five years, it would give rise to a maximum liability estimated at
R$76.0 million. However, as discussed above, the Company believes that the
Predecessor Companies would be liable to the Subsidiaries for any tax
liability arising from the application of ICMS to activation fees recognized
prior to 1998. See "Legal Proceedings."
Management does not believe that the payment of retroactive ICMS taxes with
respect to activations fees is probable and, therefore, no provision for loss
with respect to retroactive application of the ICMS has been made or is
expected to be made in the Company's consolidated financial statements. The
Company expects to make provisions for loss totaling approximately R$1.7
million with respect to application of the ICMS tax on activation fees for the
three months ended September 30, 1998. However, management does not believe
that application of the ICMS tax on a prospective basis will have a material
impact on the Company's results of operations.
There can be no assurance that the Company will prevail in its position that
the new interpretation by the state treasury secretaries is unlawful. If the
ICMS tax were applied retroactively for five years at rates ranging from 13 to
25%, it would have a material negative impact on the financial condition and
results of operations of the Company.
COST OF SERVICES
Cost of services increased by 75.7% to R$183.7 million from R$104.6 million
in 1996, which in turn represented a 75.3% increase from R$59.7 in 1995. These
increases principally related to payments to the Predecessor Companies for the
use of the fixed lines employed in the Company's network ("fixed-line network
expenses"), depreciation expenses and network usage charges paid to other
telephone service providers.
Depreciation and Amortization. Depreciation and amortization increased 55.0%
to R$44.6 million in 1997 from R$ 28.8 million in 1996, which in turn
represented a 76.6% increased from R$ 16.3 million in 1995. The increase over
the three-year period reflected expansion of the Company's network. The
Company's permanent assets (excluding construction in progress) had a gross
book value of R$269.4 million, R$459.0 million and R$600.0 million at December
31, 1995, 1996 and 1997, respectively. The Company's accounting policies and
assumptions with respect to depreciation and amortization did not change
during this period.
Personnel. Personnel expenses increased steadily during the period, rising
from R$1.1 million in 1995 to R$1.7 million in 1996 to R$3.9 million in 1997.
These increases were principally due to increases in the number of employees,
which have increased as the business has grown.
Materials and Services. Materials and services include costs of materials
and services received from third parties, including network usage charges paid
to the Predecessor Companies and other telephone service providers. Materials
and services expense increased by 137.2% to R$57.5 million in 1997 from R$
24.3 million in 1996, which in turn represented 73.6% increase from R$14.0
million in 1995. The increase over the three-year period was principally due
to network usages charges paid to other telephone service providers, to fixed-
line companies and to Embratel, the domestic and international long-distance
operator. The increase from 1996 to 1997 principally reflected a 101.4% in the
total minutes recorded to 621,404 minutes from 308,614 minutes in 1996 and a
29.6% increase in the nominal tariff. In 1996, the growth in charges was
principally due to a 61.7% increase in the total minutes recorded from 190,907
minutes in 1995 and a 22.6% increase in the nominal tariff.
Fixed-line network expenses. Fixed-line network expenses represent lease
payments to the Predecessor Companies for use of interconnecting circuits
among the Company's radio base stations and switching centers and between the
Company's network and the network of the Predecessor Companies. Such expenses
increased 36.6% to R$60.5 million in 1997 from R$44.3 million in 1996, which
in turn represented a 85.3% increase from R$23.9 million in 1995. These
increases were primarily due to expansion of the Company's network and growth
in the number of cellular subscribers.
47
<PAGE>
Fistel tax. Taxes payable to finance the Fundo de Fiscalizacao das
Telecomunicacoes ("Fistel") were R$0.9 million, R$0.7 million and R$9.5
million in 1995, 1996 and 1997, respectively. The increase in 1997 reflected a
change in government policy with respect to the Fistel tax whereby such tax
was assessed, beginning in 1997, against telecommunications service providers.
Prior to 1997, Fistel taxes were assessed directly against consumers of
telecommunications services.
Other. Other costs of services increased by 59.3% to R$7.8 million in 1997
from R$4.9 million in 1996, which in turn represented a 39.2% increase from
R$3.5 million in 1995. The increases were primarily due to higher equipment
rental fees and infrastructure costs relating to the Company's properties,
base stations and towers and reflect the growth of the Company's business.
OPERATING EXPENSES
Operating expenses increased 144.0% to R$83.4 million in 1997 from R$34.2
million in 1996, which in turn represented a 68.4% increased from R$20.3
million in 1995. The increase over the three-year period was principally due
to increased selling and general and administrative expenses. The discussion
below addresses the changes in selling and general and administrative expenses
and other net operating income during the three-year period.
Selling expense. Selling expense increased by 224.0% in 1997 to R$49.3
million from R$15.2 million in 1996, which in turn represented an 81.4%
increase from R$8.4 million in 1995. The increase in selling expense in 1997
primarily reflects a R$27.2 million increase in provisions to the allowance
for accounts that are not probable of collection receivable and a R$5.7
million increase in payments to third parties, principally related to services
provided to the Company by the Predecessor Companies. The increase in
provisions reflected the growth of the Company's business and management's
estimate of the amount of the Company's accounts receivable as to which
collection was improbable. In management's estimation, the probability of
nonpayment on overdue accounts receivable became higher in 1997 due to the
combined effect of a decrease in the average annual income of the Company's
subscribers and increased consumer interest rates in Brazil (which have
adversely affected the ability of the consumers to meet payment obligations).
In the first four months of 1998, the Company recorded R$6.7 million of
provisions to the allowance for accounts that are not probable of collection.
Management expects that provisions for such accounts receivable will increase
in the future in line with increasing revenues.
It has been the Company's policy to maintain an allowance for past due
accounts receivable equal to management's estimate of probable future losses
on such accounts, based on historical losses on accounts receivable and the
Company's current level of overdue accounts receivable. The Company makes
provisions for and then charges off immediately any account receivable arising
from fraud, although the amounts of such charge-offs were not material during
the periods under consideration. Cellular service is suspended for subscribers
who have accounts receivable more than 15 days past due (from the due date)
and discontinued for subscribers who have accounts receivable more than 90
days past due. In an effort to reduce the level of overdue accounts
receivable, the Company began performing credit checks on potential new
clients in 1998. Additionally, the Company refers customers who have accounts
receivable more than 60 days past due to the Servico Centralizado de Protecao
ao Credito--SPC and to the Serasa (credit bureaus) who perform further
collection activities.
The total number of subscriber cancellations made by the Company due to
nonpayment was 3,000, 10,200 and 27,600 in 1995, 1996 and 1997, respectively.
The Company had a total of 86,100, 149,700 thousand and 102,400 new
subscribers in 1995, 1996 and 1997, respectively.
The low provisions in the Company's initial years of operation partially
reflected the unusual market situation that prevailed in the Region, where an
activated cellular line was a marketable asset because of the high cost and
long wait required to obtain such a line from the Company. In view of the
resale value of a cellular line in the secondary market, many of the Company's
subscribers had incentive to keep current in their payments. As the Company
began to satisfy a greater proportion of the Region's demand in 1997, however,
the value of a
48
<PAGE>
cellular line declined and the level of nonpayment among the Company's
customers increased. This increase in the rate of nonpayment among the Company
subscribers is reflected in the level of provisions recorded by management
during the periods presented.
General and administrative expense. General and administrative expense
increased 71.9% 1997 to 37.7 million from R$21.9 million in 1996, which in
turn represented a 63.3% increase from R$13.4 million in 1995 the increase
over the three-year period was principally due to increased payments to the
Predecessor Companies for the services of their employees, reflecting growth
in the Company's business. The amounts of such payments in 1995, 1996 and 1997
were R$11.1 million, R$18.3 million and R$31.3 million, respectively, and
represent allocations to the Company of expenses incurred by the fixed-line
telecommunications divisions of the Predecessor Companies. Such allocations
are based on management's estimates of the proportion of such divisions' time
dedicated to the cellular business in those years. In connection with the
split-up of the Predecessor Companies in January 1998, the Company contracted
with the Predecessor Companies for the continued provision of certain services
by their employees as well as the continued sharing of certain overhead costs.
The Company expects that such services will continue to be required in the
short-term, but that the unit-costs of such services and sharing under such
contracts will not increase materially during that time.
In 1998, the Company and Embratel entered into a number of service,
infrastructure sharing and interconnection agreements. The Company does not
believe that these new agreements will have a significant impact on its future
operations.
Other net operating income. Other net operating income increased 21.4% to
R$3.6 million in 1997 from R$3.0 million in 1996, which in turn represented a
95.5% increase from R$1.5 million in 1996.
ALLOCATED INTEREST EXPENSE
The Company had allocated interest expense of R$3.7 million, R$3.6 million
and R$1.5 million in 1997, 1996 and 1995, respectively. Allocated interest
expense increased 3.6% in 1997 due to higher interest payments resulting from
an increase in interest rates paid on the Company's outstanding debt, offset
in part by a decrease in the Company's level of outstanding average debt to
R$46.6 million in 1997 from R$53.4 million 1996. The increase in 1996 was
principally due to higher interest payments reflecting an increase in the
Company's outstanding average debt from R$34.2 million at December 31, 1995 to
R$53.4 million at December 31, 1996.
In 1995 and 1996, prior to the separation of the fixed and cellular
telecommunications business, the Company received R$37 million and R$17
million, respectively, of its total cash flows from the Predecessor Companies.
The Company will now need to obtain financing from third parties to replace
the amount it no longer receives from the Predecessor Companies due to the
split-up. As a result, net interest expense is expected to increase in the
future.
The historical financial statements of the Predecessor Companies include
cash and non-specific debt that related to both the fixed and cellular
operations of the Predecessor Companies and could not be segregated prior to
December 31, 1997. As a result, the Combined Financial Statements do not
include interest income or interest expense arising from non-specific debt
(i.e., unallocated interest expense). The total amount of interest income and
unallocated interest expense at the Predecessor Companies during each of the
reported periods is set forth in the table below. Management believes that
such amounts are not necessarily material to an understanding of trends in the
Company's interest income and expense because the surplus cash balances and
working capital of the combined fixed and cellular operations of the
Predecessor Companies prior to December 31, 1997 were not necessarily
indicative of the cash position of the cellular operations.
<TABLE>
<CAPTION>
1995 1996 1997
------ ------ ------
(IN THOUSANDS OF
CONSTANT REAIS)
--------------------
<S> <C> <C> <C>
Interest income............................................ 27,554 32,788 33,666
Unallocated interest expense............................... 805 26 1,075
</TABLE>
49
<PAGE>
NET NONOPERATING EXPENSE
The Company did not record any nonoperating income or expense in 1995 and
1996, but did record expense of R$50 thousand in 1997.
EMPLOYEES' PROFIT SHARE
State-owned companies such as the Company are required under Brazilian law
to pay employees, in addition to their compensation and benefits, profit
sharing in an amount equal to the lower of (i) 25% of any dividends paid, (ii)
50% of the Company's adjusted taxable income and (iii) a percentage of the
Company's adjusted taxable income as determined by the Company and the labor
unions, a portion of which is based on the employees' average monthly salary.
Employees profit share was R$63 million, R$223 million and R$283 million in
1995, 1996 and 1997, respectively, and was based in both years on agreements
between the Subsidiaries and the labor unions representing their employees.
After the privatization of the Telebras System, employees' profit share will
be redetermined based on negotiations between the Company and the labor
unions.
MINORITY INTERESTS
Minority interest in the Subsidiaries was R$6,437 million, R$15,883 million
and R$23,308 million in 1995, 1996 and 1997, respectively, reflecting 3.3%,
4.3% and 4.2% of income before interest income, unallocated interest expense
and taxes, respectively. The 1997 increase in minority interest as a
percentage of income before interest income, unallocated interest expense and
taxes principally reflected the issuance and sale by the Company of preferred
shares to new subscribers pursuant to a system called "auto-financing." Under
such system, each new subscriber was required to invest in shares of the
Company and the proceeds from such investment were used by the Company to
finance network expansion. The Company discontinued auto-financing as of April
1997. See "--Liquidity and Capital Resources."
LIQUIDITY AND CAPITAL RESOURCES
The Registrant is a holding company and its principal assets are the shares
of its operating subsidiaries. The Registrant relies largely on dividends from
its subsidiaries to meet its need for cash, including for the payment of
dividends to shareholders. Under Law No. 6,404 of December 15, 1976, as
amended (the "Brazilian Corporation Law"), dividends may be paid only out of
retained earnings or accumulated profits in any given fiscal year. See
"Description of Securities to be Registered--Capital Stock--Dividends."
Management believes that the Registrant's shareholding in the Subsidiaries
is sufficient to allow the Registrant to control the payment of dividends by
such companies. The Registrant currently is able to nominate and elect all the
members of the boards of directors of the Subsidiaries. However, under
Brazilian law and the regulations of the Brazilian Securities Commission,
persons holding more than 10% of the voting stock of a company (a percentage
that may decrease up to 5% in the case of listed companies) may require the
company to adopt cumulative voting. Management believes that, based on current
holdings in its operating subsidiaries, if cumulative voting were required the
Registrant would still be able to control the payment of dividends by the
Subsidiaries which, with respect to the Mandatory Dividend, could be limited
only under very strict circumstances. Board members, even if elected by one
specific shareholder, have fiduciary duties toward the Company and all its
shareholders. The preferred shareholders and the minority voting shareholders
of the Subsidiaries, in each case voting as a single class of such preferred
shareholders and a single class of such minority voting shareholders, elect
one member each of the Audit Committee. The remaining members of the Audit
Committee are selected by the controlling shareholder.
The Company made capital expenditures of R$138.2 million, R$218.2 million
and R$81.0 million in 1995, 1996 and 1997, respectively. These expenditures
related primarily to increasing network capacity and coverage. See
"Description of Business--Capital Expenditures." Capital expenditures during
these years were financed with internally generated cash and financing from
external sources. The Company's ability to fund investment with internally
generated cash during these years does not reflect what would have been the
Company's cash
50
<PAGE>
flow were it a stand-alone business. Among other factors, had the Company been
operated on a stand-alone basis from the inception of the Predecessor
Companies' cellular operations, the Company's cash flow would have been
significantly lower as a result of greater debt service requirements and the
obligation to pay income tax.
The Company has entered into contracts for a total of R$103.4 million in
1998 capital expenditures. Such expenditures will be funded by internally
generated cash (95%) and external sources (5%). In addition, it is possible
that following the anticipated privatization of the Company in July 1998 the
Company's new controlling shareholders will elect to increase capital
expenditures. It is not possible for management to predict, however, the
strategy of the Company's new controlling shareholders. Most of the planned
1998 capital expenditures will be dedicated to expanding the capacity and
coverage of the Company's network and digitalizing the network in all regions.
At December 31, 1997, the Company had R$39.9 million of long-term
indebtedness representing loans from Telebras denominated in reais and bearing
interest at variable rates ranging from 1% to 11.5% per annum and at
fixed/variable rates plus LIBOR. See Note 16 to the Consolidated Financial
Statements. Upon the Breakup of the Telebras System and the formation of the
Registrant, these loans from Telebras became debt payable by the Registrant's
operating subsidiaries to Tele Centro Sul Participacoes.
The Company's indebtedness reflects the allocation to the Company, upon the
split up of the Predecessor Companies, of all the Predecessor Companies'
indebtedness incurred in connection with the construction of their respective
cellular networks. Such indebtedness is reflected in the Company's
Consolidated Financial Statements and, under the terms of the split up, the
Company is legally obligated to pay all amounts owing under such indebtedness.
In addition, the credit agreements evidencing the indebtedness were legally
assigned to the Company and the Company is the legal obligor under such
agreements. The legal assignment of the Predecessor Companies' debt to the
Company did not result in the Company incurring any net additional debt
because the Company was already legally obligated to pay the amounts owed
under such debt pursuant to the terms of the split up.
Substantially all the Company's start up costs and initial capital
investments were financed by cash flows from the fixed-line telephone
operations of the Predecessor companies. Accordingly, the Company's
indebtedness does not reflect the amount of debt the Company would have been
required to incur to build its current network had the Company been operated
on a stand-alone basis from the inception of the cellular operations.
Approximately R$13.1 million and R$12.8 million of interest paid and
principal payments on the Company's indebtedness as of December 31, 1997 will
be due in 1998 and 1999, respectively. The Company has no lines of credit or
other credit communications available to it.
Because the Registrant was formed on May 22, 1998, it was not subject to
dividend payment requirements during the reported periods and the Consolidated
Financial Statements do not reflect dividend payments by the Registrant. In
addition, dividend payments made during the reported periods by Telemig are
reflected in the financial statements of that entity but not in the
Consolidated Financial Statements included in this Registration Statement,
which reflect certain assets and liabilities of the cellular operations of
Telemig but not the capital structure of such entity. In 1998 and thereafter,
the Registrant will be subject to the mandatory dividend payment requirements
described under "Description of Securities to be Registered--Capital Stock."
U.S. GAAP RECONCILIATION
The Company prepares its consolidated financial statements in accordance
with Brazilian GAAP, which differs in significant respects from U.S. GAAP. The
principal differences between Brazilian GAAP and U.S. GAAP as they affected
the Company's revenues and expenses are: (i) under Brazilian GAAP, interest on
loans to finance construction in progress is capitalized at the rate of 12%
per annum of the total value of construction in progress, regardless of the
amount of interest actually incurred on such loans while under U.S. GAAP
interest
51
<PAGE>
is capitalized based on the interest rate on the debt incurred up to the lower
of the amount of construction in progress and the total loans incurred, (ii)
until December 31, 1993 capitalized interest under Brazilian GAAP was not
added to individual assets but was capitalized separately and amortized over a
time period different from the estimated useful lives of the related assets,
while under U.S. GAAP capitalized interest is added to the cost of individual
assets and is amortized over their estimated useful lives, and (iii) in
accordance with Brazilian GAAP, the deferred tax liability arising out of the
indexation of permanent assets was charged to divisional equity, whereas under
U.S. GAAP the charge would be to income for the year. Income before interest
income, unallocated interest expense and taxes under U.S. GAAP was R$142.6
million and R$148.8 million for 1996 and 1997, respectively. Until December
31, 1997, under both Brazilian and U.S. GAAP, revenues from activation fees
were recognized upon activation of a customer's services. Under U.S. GAAP,
effective January 1, 1998, net revenues from activation fees will be deferred
and amortized over the estimated effective contract life. See Note 24 to the
Consolidated Financial Statements.
RECENT RESULTS
The Company has reported consolidated net operating revenues and
consolidated net income of R$214.1 million and R$46.9 million, respectively,
for the six months ended June 30, 1998. Such amounts are unaudited, have been
determined in accordance with the Brazilian Corporation Law and standards
issued by the CVM and have not been indexed to inflation occurring after
December 31, 1995 or expressed in constant reais. Accordingly, such amounts,
as well as the six months amounts discussed in the paragraphs below, are not
comparable to the amounts included in the Consolidated Financial Statements,
which have been so indexed and expressed. Had consolidated net operating
revenues and consolidated net income for the six months ended June 30, 1998
been indexed for inflation and expressed in constant reais on the same basis
as the amounts presented in the Consolidated Financial Statements, such
adjustments would have had no material effect on net operating revenues and
would have resulted in a downward adjustment of approximately R$2 million to
net income (principally reflecting additional depreciation, net of related tax
effects). As measured by the IGP-M, the cumulative rate of inflation from the
period December 31, 1995 to June 30, 1998 was 20.0%.
Consolidated net operating revenue for the first six months of 1998 was
flat, reflecting an overall decrease in tariffs and increased competition by
the new Band B competitor, offset by an increase in the number of subscribers
to 426,809 at June 30, 1998.
Cost of services amounted to R$96.9 million, evidencing an upward trend that
arose principally from a significant increase in the number of employees. This
trend was offset in part by declining selling expense (R$35.2 million) and
general administrative expense (R$15.1 million), as well as interest income,
which amounted to (R$4.1 million), principally reflecting earnings on excess
cash.
Results for the six months of 1998 are not necessarily indicative of results
for any other period or for the full year. Management believes that the
material adjustments that would be required to reconcile the first six months
net income figure given above to U.S. GAAP are comparable in nature to those
discussed in Note 24 to the Consolidated Financial Statements except that
indexation for inflation subsequent to December 31, 1995 and through December
31, 1997 would be required under US GAAP and the cessation of indexation as
from January 1, 1998 will eliminate the need for the recognition of an
additional charge to income under US GAAP for the deferred income tax effects
of indexation for financial reporting purposes.
Comparative interim period net operating revenues and net income are not
presented herein. The Registrant was not formed prior to May 22, 1998 and did
not publish interim financial results for the first half of 1997. In addition,
the Registrant's operating subsidiaries, published interim 1997 results (if
any) were for the combined cellular and fixed line entities.
As part of the privatization of the Telebras System, the Federal Government
has offered Telebras System employees the right to purchase the Federal
Government's entire holding of Telebras preferred shares and preferred shares
of each of the New Holding Companies (representing 2.18% of the outstanding
capital stock of Telebras and of each New Holding Company) at a price of
R$69.24 per lot of 13,000 shares (each a "lot" and
52
<PAGE>
comprised of 1,000 preferred shares of each of Telebras and the twelve New
Holding Companies). This price represents a 50% discount from the market price
of 1,000 Telebras preferred shares at the time the Federal Government
authorized the plan. The initial period during which employees could subscribe
for the shares began on August 4, 1998 and expired on September 30, 1998. On
August 28, 1998, the Federal Government extended the period for the offer to
October 30, 1998. The offer period has not been extended again and the Federal
Government has not expressed any intention to do so. Each employee has the
right to purchase up to 144 lots of 13,000 preferred shares, subject to
proration if the shares are oversubscribed.
The Federal Government has offered 7.2 million lots, or 60% of the total
number of lots (12.1 million) that would be required if every employee in the
Telebras System offered to purchase the maximum 144 lots per employee allowed.
If offers to purchase are made for more than 7.2 million lots, employees will
be allocated the available 7.2 million lots on a pro-rata basis. Accordingly,
if every employee in the Telebras System offered to purchase the maximum 144
lots, each employee would be allocated 86.4 lots (or 60% of 144). This
allocation would increase up to 144 lots as the total number of Telebras
System-wide offers to purchase declined to 7.2 million lots or less. If total
employee demand is for less than 7.2 million lots, the unsold shares will
remain with the Federal Government. The market price of 1,000 Telebras
preferred shares when the offer to employees commenced on August 4, 1998 was
R$127.20. At this date, 1,000 Telebras preferred shares was equivalent to one
lot, because the distribution of New Holding Company preferred shares in
connection with the Breakup had not occurred. The market price of one lot on
October 30, 1998, when the offer to employees terminated, was R$91.00.
The employee stock offering will have no effect on the Company's financial
statements prepared under Brazilian GAAP. For U.S. GAAP purposes only, the
employee stock offering is deemed to give rise to compensation expense to the
extent of the excess of market price of the shares purchased over the Federal
Government's price to employees. Although the Federal Government, rather than
the Company or Telebras, offered the shares to employees, under U.S. GAAP the
deemed compensation amount is "pushed down" to each of the New Holding
Companies in accordance with the number of shares purchased by each New
Holding Company and its subsidiaries' employees. The Company is not yet able
to determine the total amount of the expense that must be recognized under
U.S. GAAP because a complete count of employee subscription is not yet
available. A complete count is not available because a significant portion of
employee subscriptions for shares is made in paper rather than electronic
form. The tabulation of such paper subscriptions is required to be completed
by November 13, 1998. Although the total amount of the U.S. GAAP expense is
not presently determinable, the minimum amount (all of which will be
recognized effective August 4, 1998) is R$2.6 million. Effective October 30,
1998 the Company will record an additional expense ranging from R$0 to R$0.6
million, depending on the total number of shares above the maximum 60%
allocation that the Company's employees are able to purchase. These expenses
are calculated on the assumption that each of the Company's employees
purchases the maximum 144 lots per employee. For this actually to occur, each
of the Company's employees would have to subscribe for the maximum amount and
the employee offering as a whole would have to be sufficiently under-
subscribed to allow the Company's employees to be allocated the maximum 144
lots each. The maximum expense is calculated on two measurement dates: (i)
August 4, 1998, when it is assumed that the Company's employees take up 86.4
lots each (or 60% of the 144 lots maximum), which is the maximum amount that
the Company's employees could purchase in the event that the remaining
Telebras System employees also seek to take up the maximum allowable number of
shares; and (ii) October 30, 1998, when it is assumed that, based on system-
wide under-subscription, the Company's employees are allocated the remaining
57.6 lots each. The expense arising from the August 4 measurement date will be
recorded in the third quarter. The expense arising from the October 30
measurement date will be recorded in the fourth quarter.
The Company has been informed by Telebras that, for the Telebras System as a
whole, the maximum expense under US GAAP in connection with the employee share
offering will be R$421.6 million.
ITEM 9A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in both foreign currency
exchange rates and interest rates. The Company is exposed to foreign exchange
rate risk because certain of its costs are denominated in
53
<PAGE>
currencies (primarily the U.S. dollar) other than those in which it earns
revenues (primarily the real). Similarly, the Company is subject to market
risk deriving from changes in interest rates which may affect the cost of its
financing. The Company does not use derivative instruments, such as foreign
exchange forward contracts, foreign currency options, interest rate swaps and
forward rate agreements, to manage these market risks, nor does it hold or
issue derivative or other financial instruments for trading purposes.
EXCHANGE RATE RISK
The Company has exchange rate exposure with respect to the U.S. dollar.
Approximately R$40 million of the indebtedness of the Company is denominated
in U.S. dollars. The potential immediate loss to the Company that would result
from a hypothetical 10% change in foreign currency exchange rates would be
approximately
53--1
<PAGE>
R$4 million. In addition, if such a change were to be sustained, the Company's
cost of financing would increase in proportion to the change.
INTEREST RATE RISK
At December 31, 1997, the Company had approximately R$40 million in loans
and financing outstanding, of which approximately R$4 million bore interest at
fixed interest rates and approximately R$36 million bore interest at floating
rates of interest (primarily LIBOR-based). The Company invests its excess
liquidity (R$39 million at December 31, 1997) mainly in short-term
instruments. The potential loss to the Company over one year that would have
resulted from a hypothetical, instantaneous and unfavorable change of 100
basis points in the interest rates applicable to financial assets and
liabilities on December 31, 1997 would be approximately R$1 million. The above
sensitivity analyses are based on the assumption of an unfavorable 100 basis
point movement of the interest rates applicable to each homogenous category of
financial assets and liabilities and sustained over a period of one year. A
homogenous category is defined according to the currency in which financial
assets and liabilities are denominated and assumes the same interest rate
movement within each homogenous category (e.g. U.S. dollars). As a result, the
Company's interest rate risk sensitivity model may overstate the impact of
interest rate fluctuations for such financial instruments as consistently
unfavorable movements of all interest rates are unlikely. See Notes 16 and 19
to the Consolidated Financial Statements.
ITEM 10: DIRECTORS AND OFFICERS OF REGISTRANT
BOARD OF DIRECTORS
The Registrant is administered by a Board of Directors (Conselho de
Administracao) and a Board of Executive Officers (Diretoria). The Board of
Directors is comprised of seven members serving for a term of three years. The
Board of Directors holds a regular meeting each three months and holds special
meetings when called by the Chairman or by two members of the Board of
Directors.
The following are the current members of the Board of Directors and their
respective positions. Unless otherwise indicated all current members were
appointed in August 1998.
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Alexandre Beldi Netto............................................. Chairman
Euclides Quandt de Oliveira....................................... Director
Mario Cesar Pereira de Araujo..................................... Director
Jayme da Costa Ribeiro............................................ Director
Marco Antonio Beldi............................................... Director
Antonio Fabio Beldi............................................... Director
Nelson Guarnieri de Lara.......................................... Director
</TABLE>
Set forth below are brief biographical descriptions of the Directors.
Alexandre Beldi Netto, 77 years old, has served as Chairman of the Board of
Directors since August 1998. He has served as Chief Executive Officer of Cia.
Rede Telefonica Sorocaba. He is currently the President of the Superior
Council of Cultural Association for the Technological Renovation of Sorocaba
of the University of Sorocaba and Chief Executive Officer of SPL Construtora e
Pavimentadora Ltda. and Banco Credibel. He also serves as an Executive Officer
for SELTE, Splice do Brasil and Credibel Factoring. He holds a degree in
accounting from the Escola de Comercio de Sorocaba (Sorocaba School of
Commerce).
Euclides Quandt de Oliveira, 78 years old, has served as a member of the
Board of Directors since August 1998. He served as member of the Executive
Committee of Siemens S.A., and Chief Executive Officer of Telebras and of
Transit Semicondutores. He was appointed the Minister of State for
Communications from 1972 to 1974. He is currently the Chief Executive Officer
of SELTE and the Vice-President of Splice do Brasil. He holds a degree in
engineering from the Brazilian Naval School.
Mario Cesar Pereira de Araujo, 50 years old, has served as a member of the
Board of Directors since August 1998. He has served Empresa Brasileira de
Telecomunicacoes S.A.--Embratel as an engineer and as
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<PAGE>
Head of Department of Projects and Contracting and Installation of Networks
and Systems of Telecommunications. He also served as Chief of Section in
Telecomunicacoes do Rio de Janeiro S.A.--Telerj. He holds an engineering
degree from the Federal University of Rio de Janeiro.
Jayme da Costa Ribeiro, 62 years old, has served as member of the Board of
Directors since August 1998. He served as radio telegraphist for the Postal
Service (Departamento de Correios e Telegrafos) and Companhia de Urbanizacao
da Nova Capital do Brasil and as advisor of the Commercial Superintendent of
COTELB. At Telebrasilia he served as special advisor of the Coordination of
Telecommunications Office and of the Presidency, Head of Cabinet of the
Presidency and coordination and human resources director. He also served as
administrative director of Fundacao Telebras de Seguridade Social--SISTEL. He
holds a law degree from CEUB--Centro de Ensino Unificado de Brasilia.
Marco Antonio Beldi, 46 years old, has served as a member of the Board of
Directors since September 1998. Before joining Splice do Brasil
Telecomunicacoes e Eletronica S.A. as Chief Financial Officer, he served as
Chief Financial Officer of Banco Credibel, CRTS--Construtora de Redes
Telefonicas Sorocabana and Beldi Participacoes e Representacoes Ltda. He holds
a degree in mechanic engineering from the State University of Campinas
(UNICAMP), as well as a law degree from Itu Law School--SP.
Antonio Fabio Beldi, 45 years old, has served as a member of the Board of
Directors since September 1998. Before joining Splice do Brasil
Telecomunicacoes e Eletronica S.A. as Superintendent Director, he served as:
an executive officer at Banco Credibel and Faculdade de Engenharia de Sorocaba
(Sorocaba College of Engineering) and Superintendent Director of Beldi
Participacoes e Eletronica S.A. He holds a degree in civil engineering from
the Pontifical University of Campinas--SP.
Nelson Guarnieri de Lara, 70 years old, has served as a member of the Board
of Directors since September 1998. He joined Splice do Brasil Telecomunicacoes
e Eletronica S.A. as General Counsel in 1983 and has served as such since
then. He holds a law degree from the University of Sao Paulo.
BOARD OF EXECUTIVE OFFICERS
The Board of Executive Officers consists of one President, one Executive
Officer for Operations, one Executive Officer for Business and one Executive
Officer for Support and Market Relations elected by the Board of Directors for
a term of three years. An Executive Officer may be removed from office at any
time.
The following are the Executive Officers and their respective positions.
Unless otherwise indicated, all current members were appointed in August 1998.
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Mario Cesar Pereira de
Araujo................. President
Sergio Assenco Tavares
dos Santos............. Executive Officer for Operations
Jose Afonso Zerbini..... Executive Officer for Support and Market Relations
Felix de Moura Junior... Executive Officer for Business
</TABLE>
Set forth below is a brief biographical description of the Executive Officer
not included above.
Sergio Assenco Tavares dos Santos, 50 years old, has served as an Executive
Officer since May, 1998. He served as manager of the vice-presidency of
Telebras' Department of Development and Coordination with Suppliers;
coordinator of the Technical Office Special Projects of Telebrasilia; and
manager of the Advanced Telecommunications Business Unit and Engineering
Director of Telebrasilia. He also served as the Chief Executive Officer of the
company from May to August 1998. He holds a degree in electrical engineering
from the University of Brasilia.
Jose Afonso Zerbini, 49 years old, has served as an Executive Officer since
September 1998. He served as: Executive Coordinator of the Economic-Financial
Officer of Telebrasilia--Telecomunicacoes de Brasilia S.A. from 1985 to 1993,
as well as of its Human Resources Office from 1993 to 1996; Administrative-
Financial Coordinator of Telecomunicacoes Brasileiras S.A.--Telebras from 1996
to 1997; member of the Board of
55
<PAGE>
Directors of Telecomunicacoes do Amapa S.A.--Teleamapa from 1997 to 1998; and
General Manager of Budget Planning and Finance of Anatel--Agencia Nacional de
Telecomunicacoes (Brazilian national telecommunications agency) from 1997. He
holds an economics and an accounting degree, as well as a post-graduate degree
in financial administration and a post-graduate degree in politics and
development from the National University of Brasilia (Convenio Adesq).
Felix de Moura Junior, 49 years old, has served as an Executive Officer
since September 1998. He served as: district manager of operation and
maintenance at Telebrasilia--Telecomunicacoes de Brasilia S.A. from 1980 to
1985 and from 1989 to 1994; business manager--coordination of marketing areas,
commercial assistance and call center of the Cellular Mobile Service from 1995
to 1998. During the privatization of the Telebras System and the granting of a
Band B cellular concession for Area 8, he was an advisor to Splice do Brasil
Telecomunicacoes e Electronica S.A. He holds an engineering degree from the
National University of Brasilia (UNB).
ITEM 11: COMPENSATION OF DIRECTORS AND OFFICERS
For the year ended December 31, 1997, the aggregate amount of compensation
paid by the Registrant's subsidiaries to all directors and executive officers
of the Registrant's subsidiaries was approximately R$566.7 thousand.
For the year ended December 31, 1997, the aggregate amount set aside or
accrued by the Registrant's subsidiaries to provide pension, retirement or
similar benefits for officers and directors of the Registrant's subsidiaries
was approximately 81.3 thousand. The Registrant did not have any officers or
directors for the year ended December 31, 1997 because it was not formed until
May 22, 1998 as part of the Breakup of Telebras.
ITEM 12: OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
None.
ITEM 13: INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
None.
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<PAGE>
PART II
ITEM 14: DESCRIPTION OF SECURITIES TO BE REGISTERED
CAPITAL STOCK
Set forth below is certain information concerning the Preferred Shares and
Common Shares, the By-laws and the Brazilian Corporation Law. This description
is qualified by reference to the By-laws, which have been filed (together with
an English translation) as an exhibit to this Registration Statement and to
the Brazillian Corporation Law. A copy of the By-laws (together with an
English translation) is available for inspection at the principal office of
the Depositary. Information on the trading market for the Preferred Shares is
set forth under "Nature of Trading Market" and information on ownership of the
Registrant's shares is set forth under "Control of Registrant."
GENERAL
The capital stock of the Registrant is comprised of Preferred Shares and
Common Shares, all without par value. At May 22, 1998, there were 210,029,997
thousand outstanding Preferred Shares and 124,351,903 thousand outstanding
Common Shares. The Company's share capital may be increased only by
shareholder vote.
The Preferred Shares are non-voting except under limited circumstances and
are entitled to a preferential, noncumulative dividend and to priority over
the Common Shares in the case of liquidation of the Registrant.
Under the Brazilian Corporation Law, the number of non-voting shares or
shares with limited voting rights, such as the Preferred Shares, may not
exceed two-thirds of the total number of shares. The Federal Government was
required by law prior to the privatization to own more than 50% of the voting
stock of the Registrant.
The majority of the members of the Board of Directors will be elected by the
controlling shareholders of common stock of the Registrant Board Members, even
if elected by one specific shareholder, have fiduciary duties towards the
Registrant and all its shareholders.
DIVIDENDS
Pursuant to its By-laws, the Registrant is required to distribute as
dividends in respect of each fiscal year ending on December 31, to the extent
amounts are available for distribution, an aggregate amount equal to at least
25% of Adjusted Net Income (as defined below) on such date (the "Mandatory
Dividend"). The annual dividend distributed to holders of Preferred Shares
(the "Preferred Dividend") has priority in the allocation of Adjusted Net
Income. Remaining amounts to be distributed are allocated first to the payment
of a dividend to holders of Common Shares in an amount equal to the Preferred
Dividend and the remainder is distributed equally among holders of Preferred
Shares and Common Shares. Under the Brazilian Corporation Law, a company is
permitted to suspend the Mandatory Dividend in respect of common shares and
preferred shares not entitled to a fixed or minimum dividend if its Board of
Directors and Audit Committee report to the shareholders' meeting that the
distribution would be incompatible with the financial circumstances of such
company and the shareholders ratify this conclusion at the shareholders'
meeting. In this case, (i) the Board of Directors must forward to the CVM
within five days of the shareholders' meeting an explanation justifying the
information transmitted at the meeting and (ii) the profits which were not
distributed for such reason are to be recorded as a special reserve and, if
not absorbed by losses in subsequent fiscal years, are to be paid as dividends
as soon as the financial situation of such company permits. The Preferred
Shares of the Registrant are entitled to a minimum dividend, and thus the
Mandatory Dividend may be suspended only with respect to the Common Shares.
See "--Priority and Amount of Preferred Dividends." Dividends may be paid by
the Registrant out of retained earnings, accumulated profits in any given
fiscal year.
For the purposes of the Brazilian Corporation Law, accumulated profits are
defined as net income after income tax and social contribution for such fiscal
year, net of any accumulated losses from prior fiscal years and
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any amounts allocated to founders' shares, income bonds, employees' and
management's participation in a company's profits.
At each annual shareholders' meeting, the Board of Directors is required to
recommend how net profits for the preceding fiscal year are to be allocated.
Under the Brazilian Corporation Law, the Registrant is required to maintain a
statutory reserve, to which it must allocate 5% of net profits for each fiscal
year until the amount of such reserve equals 20% of the Registrant's paid-in
capital (the "Statutory Reserve"). Net losses, if any, may be charged against
the statutory reserve.
The Brazilian Corporation Law also provides for two additional discretionary
allocations of net profits that are subject to approval by shareholders at the
annual shareholders' meeting. First, a percentage of net profits may be
allocated to the contingency reserve for anticipated losses that are deemed
probable in future years (the "Contingency Reserve"). Any amount so allocated
in a prior year must be either (i) reversed in the fiscal year in which the
loss was anticipated if such loss does not in fact occur or (ii) written off
in the event that the anticipated loss occurs. Second, if the amount of
Unrealized Revenue exceeds the sum of (i) the statutory reserve, (ii) the
Contingency Reserve and (iii) retained earnings, such excess may be allocated
to the reserve (the "Unrealized Revenue Reserve"). Such allocations may not
hinder the payment of dividends on the Preferred Shares. "Unrealized Revenue"
is defined under the Brazilian Corporation Law as the sum of (i) the share of
equity earnings of affiliated companies which is not paid as cash or stock
dividends and (ii) profits from installment sales to be received after the end
of the next succeeding fiscal year.
For the purposes of the Brazilian Corporation Law, and in accordance with
the Registrant's By-Laws, the "Adjusted Net Income" is an amount equal to the
Registrant's net profit adjusted to reflect allocations to and from (i) the
Statutory Reserve; (ii) the Contingency Reserve and (iii) the Unrealized
Revenue Reserve.
The amounts available for distribution are determined on the basis of
financial statements prepared in accordance with the Brazilian Corporation
Law, which differ from financial statements, such as the Consolidated
Financial Statements included herein, that are prepared using the constant
currency method according to Brazilian GAAP.
In order to allow the payment of dividends after the Breakup, the
shareholders of Telebras approved, as a part of the Breakup, the allocation of
a proportional part of the retained earnings and reserves of Telebras
transferred to the Registrant as retained earnings of Registrant. These
earnings and reserves (which amount to R$289.0 million) are available for
payment of future dividends by the Registrant, if so decided by the
shareholders, although the Registrant is not legally obligated to do so.
PRIORITY AND AMOUNT OF PREFERRED DIVIDENDS
The Registrant's By-laws provide for a minimum yearly per share dividend for
the Preferred Shares equal to 6% of the amount obtained by dividing the total
share capital by the total number of shares of the Company. As a result of
such provision, holders of Preferred Shares are entitled to receive in any
year distributions of cash dividends prior to the holders of Common Shares
receiving any distribution of cash dividends in such year. In addition,
distributions of cash dividends in any year are made (i) first, to the holders
of Preferred Shares, up to the amount of the Preferred Dividend of the
Preferred Shares for such year, (ii) then, to the holders of Common Shares,
until the amount distributed in respect of each Common Share is equal to the
amount distributed in respect of each Preferred Share, and (iii) thereafter,
to the Common Shares and Preferred Shares on a pro rata basis. If the
Mandatory Dividend in any year is less than or equal to the Preferred Dividend
payable to the holders of Preferred Shares in such year, the holders of Common
Shares will not be entitled to receive any cash dividends from the Registrant
in such year, unless the holders of Common Shares approve dividends in excess
of the Preferred Dividend. In such circumstances, however, holders of
Preferred Shares will be entitled to the amount available for payment of
dividends up to an aggregate amount equal to the Preferred Dividend plus, in
the event the Preferred Dividend is higher than the amount available for
payment of dividends for such year, any retained earnings from previous years
may be used to make up for such shortfall. If the minimum dividend is not paid
for
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a period of three years, holders of Preferred Shares shall be entitled to full
voting rights until such time as the minimum dividend is paid in full for any
year.
PAYMENT OF DIVIDENDS
The Registrant is required by law and its By-laws to hold an annual
shareholders' meeting by April 30 of each year at which, among other things,
an annual dividend may be declared by decision of the shareholders on the
recommendation of the Executive Officers, as approved by the Board of
Directors. The payment of annual dividends is based on the Consolidated
Financial Statements prepared for the fiscal year ending December 31. Under
the Brazilian Corporation Law, dividends are required to be paid within 60
days following the date the dividend is declared to shareholders of record on
such declaration date, unless a shareholders' resolution sets forth another
date of payment, which must occur prior to the end of the fiscal year in which
such dividend was declared. A shareholder has a three-year period from the
dividend payment date to claim dividends in respect of its shares, after which
the Registrant has no liability for such payment. Because the Registrant's
shares are issued in book-entry form, dividends with respect to any share are
automatically credited to the account holding such share and no action is
required on the part of the shareholder. The Registrant is not required to
adjust the amount of paid-in capital for inflation. Annual dividends may be
paid to shareholders on a pro rata basis according to the date when the
subscription price is paid to the Registrant.
Shareholders who are not residents of Brazil must register with the Central
Bank of Brazil in order for dividends, sales proceeds or other amounts with
respect to their shares to be eligible to be remitted outside of Brazil. The
Preferred Shares underlying the ADSs are held in Brazil by the Custodian, as
agent for the Depositary, which is the registered owner of the Registrant's
shares. See "--Description of American Depositary Receipts in respect of
Preferred Shares."
Payments of cash dividends and distributions, if any, will be made in
Brazilian currency to the Custodian on behalf of the Depositary, which will
then convert such proceeds into U.S. dollars and will cause such U.S. dollars
to be delivered to the Depositary for distribution to holders of ADRs. In the
event that the Custodian is unable to convert immediately the Brazilian
currency received as dividends into U.S. dollars, the amount of U.S. dollars
payable to holders of ADRs may be adversely affected by devaluations of the
Brazilian currency that occur before such dividends are converted and
remitted. Dividends in respect of the Preferred Shares paid to resident and
non-resident shareholders, including holders of ADSs, are not currently
subject to Brazilian withholding tax. See "Taxation--Brazilian Tax
Considerations."
VOTING RIGHTS
Each Common Share entitles the holder thereof to one vote at meetings of
shareholders of the Registrant. Preferred Shares do not entitle the holder to
vote except as set forth below. Holders of Preferred Shares are entitled to
attend or to address meetings of shareholders.
One of the three members of the permanent audit committee of the Registrant
and his or her alternate are elected by majority vote of the holders of
Preferred Shares present at the annual meeting of shareholders at which
members of the Audit Committee are elected.
Brazilian Corporation Law provides that certain non-voting shares, such as
the Preferred Shares, acquire voting rights in the event the Registrant fails
for three consecutive fiscal years to pay the Preferred Dividend to which such
shares are entitled until such payment is made.
The Preferred Shares are entitled to full voting rights with respect to (i)
the approval of any long-term contract between the Company and its affiliates,
on the one hand, and any controlling shareholder of the Company, such
shareholder's affiliates and related parties, on the other hand and (ii)
resolutions modifying certain provisions of the By-laws. The Preferred Shares
are entitled to full voting rights with respect to any resolution submitted to
the shareholders' meeting for the delisting of the Registrant ("going
private") or during liquidation of the Registrant.
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Any change in the preference, benefits, conditions of redemption and
amortization of the Preferred Shares, or the creation of a class of shares
having priority or preference over the Preferred Shares, would require the
approval of holders of a majority of the outstanding Preferred Shares at a
special meeting of holders of Preferred Shares. Such a meeting would be called
by publication of a notice in the Gazeta Mercantil and the Diario Oficial da
Uniao at least thirty days prior to the meeting but would not generally
require any other form of notice.
In any circumstances in which holders of Preferred Shares are entitled to
vote, each Preferred Share will entitle the holder thereof to one vote.
PREEMPTIVE RIGHTS
Each shareholder of the Registrant has a general preemptive right to
subscribe for shares in any capital increase, in proportion to its
shareholding. A period of 30 days following the publication of notice of the
capital increase is allowed for exercise of the right, and the right is
negotiable. However, a shareholders' meeting is authorized to eliminate
preemptive rights with respect to the issuance of new shares, debentures,
warrants and founders' shares convertible into new shares up to the limit of
the authorized share capital, provided that the distribution of these
securities is effected (i) on a stock exchange or in a public offering, (ii)
through an exchange of shares in a public offering the purpose of which is to
acquire control of another company or (iii) through the use of certain tax
incentives.
In the event of a capital increase which would maintain or increase the
proportion of capital represented by Preferred Shares, holders of ADSs, or of
Preferred Shares, would have preemptive rights to subscribe only to newly
issued Preferred Shares. In the event of a capital increase which would reduce
the proportion of capital represented by Preferred Shares, holders of ADSs, or
of Preferred Shares, would have preemptive rights to subscribe to Preferred
Shares, in proportion to their shareholdings and to Common Shares only to the
extent necessary to prevent dilution of their interest in the Registrant.
Preemptive rights to purchase shares may not be offered to U.S. holders of
ADSs unless a registration statement under the Securities Act is effective
with respect to the shares underlying such rights, or an exemption from the
registration requirements of the Securities Act is available. Consequently,
holders of ADSs who are U.S. persons or are located in the United States may
be restricted in their ability to participate in the exercise of preemptive
rights. See "--Description of American Depositary Receipts in respect of
Preferred Shares--Dividends, Other Distributions and Rights."
RIGHT OF REDEMPTION
Neither the Common Shares nor the Preferred Shares are redeemable, subject
to the right of a dissenting shareholder of over 50% of the voting capital
under Brazilian law to seek redemption upon a decision made at a shareholders'
meeting by shareholders representing over 50% of the voting shares (i) to
change the preference of the Preferred Shares or to create a class of shares
having priority or preference over the Preferred Shares, (ii) to modify the
mandatory distribution of dividends, (iii) to change the corporate purposes of
the Registrant, (iv) to dissolve or liquidate the Registrant, (v) to transfer
all of the shares of the Registrant to another company in order to make the
Registrant a wholly-owned subsidiary of such company (incorporacao de acoes),
(vi) to approve the acquisition of another company, the price of which exceeds
certain limits set forth in the Brazilian Corporation Law, and (vii) to merge
or consolidate the Registrant with another company, if certain liquidity
standards provided in the Brazilian Corporation Law are not met. The right to
redemption lapses 30 days after publication of the minutes of the relevant
shareholders' meeting or, whenever the resolution requires the approval of the
holders of Preferred Shares by vote taken in a special meeting of a majority
of the holders of Preferred Shares affected by the resolution, within 30 days
from the publication of the minutes of such special meeting. The Registrant
would be entitled to reconsider any action giving rise to redemption rights
within 10 days following the expiration of such rights if the redemption of
shares of dissenting shareholders would jeopardize the financial stability of
the Registrant.
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Unless otherwise provided in the By-laws (which is not the case with the
Registrant), shares are redeemable at their book value, determined on the
basis of the last annual balance sheet approved by the shareholders. If the
shareholders' meeting giving rise to redemption rights occurs more than 60
days after the date of the last annual balance sheet, a shareholder may demand
that its shares be valued on the basis of a new balance sheet that is as of a
date within 60 days of such shareholders' meeting.
FORM AND TRANSFER
Shares of the Registrant are maintained in book-entry form with a transfer
agent (the "Transfer Agent") and the transfer of such shares is made in
accordance with the applicable provisions of the Brazilian Corporation Law,
which provides that a transfer of shares is effected by an entry made by the
Transfer Agent on its books, debiting the share account of the seller and
crediting the share account of the purchaser, against presentation of a
written order of the seller, or judicial authorization or order, in an
appropriate document which remains in the possession of the Transfer Agent.
The Preferred Shares underlying the ADS will be registered on the Transfer
Agent's records in the name of the Depositary.
Transfers of shares by a foreign investor are made in the same way and
executed by such investor's local agent on the investor's behalf except that,
if the original investment was registered with the Central Bank of Brazil
pursuant to the Annex IV Regulations, the foreign investor should also seek
amendment, if necessary, through its local agent, of the certificate of
registration to reflect the new ownership.
Each of the Sao Paulo Stock Exchange and the Rio de Janeiro Stock Exchange
operates a central clearing system. A holder of shares of the Registrant may
choose, at its discretion, to participate in these systems and all shares
elected to be put into the system will be deposited in custody with the
relevant stock exchange (through a Brazilian institution duly authorized to
operate by the Central Bank of Brazil having a clearing account with the
relevant stock exchange) and the fact that such shares are subject to custody
with the relevant stock exchange will be reflected in the Registrant's
register of shareholders. Each participating shareholder will, in turn, be
registered in the register of beneficial shareholders of the Registrant
maintained by the relevant stock exchange and will be treated in the same way
as registered shareholders.
DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS IN RESPECT OF PREFERRED SHARES
The following is a summary of the material provisions of the deposit
agreement (the "Deposit Agreement"), dated as of July 27, 1998 among the
Registrant, the Depositary, and the registered holders (the "Owners") and
beneficial owners from time to time of ADSs (the "Beneficial Owners"),
pursuant to which the ADRs representing Preferred Shares are to be issued.
This summary is subject to and qualified in its entirety by reference to the
Deposit Agreement, including the form of ADRs. Terms used in this description
and not otherwise defined shall have the meanings set forth in the Deposit
Agreement. A copy of the Deposit Agreement has been filed as an exhibit to
this Registration Statement. Copies of the Deposit Agreement are available for
inspection at the Corporate Trust Office of the Depositary, currently located
at 101 Barclay Street, New York, NY, 10286, and at the office of the agent of
the Custodian, currently located at the principal Sao Paulo, Brazil office of
Banco Itau. The Depositary's principal executive office is located at 1 Wall
Street New York, NY, 10015.
AMERICAN DEPOSITARY RECEIPTS
ADRs evidencing ADSs are issuable by the Depositary pursuant to the Deposit
Agreement. Each ADR is in registered form and evidences a specified number of
ADSs, each ADS representing 3,000 Preferred Shares, or evidence of the right
to receive 3,000 Preferred Shares deposited with the Custodian and registered
in the name of the Depositary or its nominee (together with any additional
Preferred Shares at any time deposited or deemed deposited under the Deposit
Agreement and any and all other securities, cash and other property received
by the Depositary or the Custodian in respect of such Preferred Shares and at
such time held under the Deposit
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Agreement, the "Deposited Securities"). Only persons in whose names ADRs are
registered on the books of the Depositary are treated by the Depositary and
the Registrant as Owners.
DEPOSIT, TRANSFER AND WITHDRAWAL
The By-laws provide that ownership of capital generally must be evidenced
only by a record of ownership maintained by the Registrant or an accredited
intermediary, such as a bank, acting as a registrar for the shares. Currently,
such function is performed by the Registrant as registrar (the "Registrar").
Accordingly, all references to the deposit, surrender and delivery of the
Preferred Shares refer only to book-entry transfers of the Preferred Shares in
Brazil. See "--Capital Stock" for a description of the characteristics and
rights of the Preferred Shares. All references to the deposit, surrender and
delivery of the ADS or the ADRs refer not only to the physical transfer of any
certificates representing such ADRs but also to any book-entry transfers.
The Preferred Shares represented by ADSs were deposited pursuant to the
Deposit Agreement by book-entry transfer to an account of the Custodian and
registered in the name of the Custodian. The Depositary is the holder of
record on the books of the Custodian of all such Preferred Shares.
The Depositary has agreed, subject to the terms and conditions of the
Deposit Agreement, that upon delivery (including by book-entry credit) to the
Custodian of the Preferred Shares (or evidence of rights to receive Preferred
Shares) and pursuant to appropriate instruments of transfer in a form
satisfactory to the Custodian, the Depositary will, upon payment of the fees,
charges and taxes provided in the Deposit Agreement, execute and deliver at
its Corporate Trust Office to, or upon the written order of, the person or
persons named in the notice of the Custodian delivered to the Depositary or
requested by the person depositing such Preferred Shares with the Depositary,
an ADR or ADRs, registered in the name or names of such person or persons, and
evidencing any authorized number of ADSs requested by such person or persons.
The Depositary will refuse to accept Preferred Shares for deposit whenever
it is notified in writing that such deposit would result in any violation of
applicable laws.
Upon surrender at the Corporate Trust Office of the Depositary of an ADR for
the purpose of withdrawal of the Deposited Securities represented by the ADSs
evidenced by such ADR, upon payment of the fees of the Depositary,
governmental charges and taxes provided in the Deposit Agreement, and subject
to the terms and conditions of the Deposit Agreement, the By-laws, the
Deposited Securities and applicable law, the Owner of such ADR will be
entitled to book-entry credit with the Registrar together with physical
delivery (if physical delivery is permitted under the By-laws), to him or upon
his order, as permitted by applicable law, of the amount of Deposited
Securities at the time represented by the ADS or ADSs evidenced by such ADR.
Any forwarding of share certificates (if any), other securities, property,
cash and other documents of title for such delivery will be at the risk and
expense of the Owner.
Subject to the terms and conditions of the Deposit Agreement and any
limitations that may be established by the Depositary and unless requested by
the Registrant to cease doing so, the Depositary may execute and deliver ADRs
prior to the receipt of Preferred Shares (a "Pre-Release"), may deliver
Preferred Shares upon the receipt, and cancellation of ADRs which have been
Pre-Released, whether or not such cancellation is prior to the termination of
such Pre-Release or the Depositary knows that such ADR has been Pre-Released,
and may receive ADRs in lieu of Preferred Shares in satisfaction of a Pre-
Release.
Each Pre-Release must be (a) preceded or accompanied by a written
representation and agreement from the person to whom the ADRs are to be
delivered (the "Pre-Releasee") that the Pre-Release or its customer (i) owns
the Preferred Shares or ADRs to be remitted, as the case may be, (ii) assigns
all beneficial right, title and interest in such Preferred Shares or ADRs, as
the case may be, to the Depositary for the benefit of the Owners and (iii)
agrees in effect to hold such Preferred Shares or ADRs, as the case may be,
for the account of the Depositary until delivery of the same upon the
Depositary's request, (b) at all times fully collateralized with cash or U.S.
government securities, (c) terminable by the Depositary on not more than five
business days' notice and (d)
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subject to such further indemnities and credit regulations as the Depositary
deems appropriate. The Depositary will set limits with respect to Pre-Release
transactions to be entered into hereunder with any particular Pre-Releasee on
a case by case basis as the Depositary deems appropriate. The collateral
referred to in clause (b) above shall be held by the Depositary for the
benefit of the Owners as security for the performance of the Pre-Releasee's
obligations to the Depositary in connection with a Pre-Release transaction,
including the Pre-Release's obligation to deliver Preferred Shares or ADRs
upon termination of a Pre-Release transaction.
The Depositary will also limit the number of ADRs involved in such Pre-
Release transactions so that Preferred Shares not deposited but represented by
ADSs outstanding at any time as a result of Pre-Releases will not normally
exceed thirty percent (30%) of the ADSs outstanding (without giving effect to
ADSs evidenced by ADRs outstanding as a result of the Pre-Release), but the
Depositary reserves the right to disregard such limit from time to time as it
deems appropriate and may, with the prior written consent of the Registrant,
change such limit for purposes of general application. The Depositary may
retain for its own account any compensation received by it in connection with
the foregoing. Neither the Registrant nor the Custodian shall incur any
liability to Owners of ADRs as a result of such transactions.
DIVIDENDS, OTHER DISTRIBUTIONS AND RIGHTS
The Depositary is required to convert, as promptly as practicable and, in
any event, within one business day of its receipt thereof, into U.S. dollars,
all cash dividends or other distributions, net proceeds from the sale of
securities, property or rights, denominated in any currency other than U.S.
dollars that it receives in respect of the deposited Preferred Shares if
permitted under applicable laws and the Depositary determines that such
conversion into U.S. dollars and transfer to the United States can be effected
on a reasonable basis. If at the time of conversion, the resulting U.S.
dollars can, pursuant to applicable law, be transferred out of Brazil for
distribution, the Depositary will as promptly as practicable distribute the
amount received to the Owner entitled thereto in proportion to the number of
ADSs evidenced by such Owner's ADRs without regard to any distinctions among
Owners on account of exchange restrictions or otherwise. The amount
distributed will be reduced by any amounts to be withheld by the Registrant,
the Depositary or the Custodian, including amounts on account of any
applicable taxes and certain other expenses. For further details about
applicable taxes, see "Taxation."
If such conversion, transfer or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary will
file as promptly as practicable such application for approval or license;
however, the Depositary will be entitled to rely upon Brazilian local counsel
in such matters, which counsel will be instructed to act as promptly as
possible. If, pursuant to applicable law, any foreign currency received by the
Depositary or the Custodian cannot be converted to U.S. dollars, or if any
approval or license of any government or agency thereof that is required for
such conversion is denied or, in the opinion of the Depositary, cannot be
promptly obtained at a reasonable cost, the Depositary will, (a) as to the
portion of the foreign currency that is convertible into U.S. dollars, make
such conversion and (i) if permitted by applicable law, transfer such U.S.
dollars to the United States and distribute them to the Owners entitled
thereto or (ii) to the extent that such transfer is not permitted, hold such
U.S. dollars for the benefit of the Owners entitled thereto, uninvested and
without liability for interest thereon and (b) as to the nonconvertible
balance, if any, (i) if requested in writing by an Owner, distribute or cause
the Custodian to distribute the foreign currency (or an appropriate document
evidencing the right to receive such foreign currency) received by the
Depositary or the Custodian to such Owner and (ii) the Depositary shall hold
or will cause the Custodian to hold any amounts of nonconvertible foreign
currency not distributed pursuant to the immediately preceding subclause (i)
uninvested and without liability for the interest thereon for the respective
accounts of the Owners entitled to receive the same.
If the Registrant declares a dividend in, or free distribution of,
additional Preferred Shares with respect to the Preferred Shares represented
by the ADSs, the Depositary may, or will if the Registrant so requests,
distribute as promptly as practicable to the Owners of outstanding ADRs
entitled thereto, in proportion to the number of ADSs evidenced by their
respective ADRs, additional ADRs evidencing an aggregate number of ADSs that
represents the number of Preferred Shares received as such dividend or free
distribution, subject to the terms and
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conditions of the Deposit Agreement with respect to the deposit of Preferred
Shares and the issuance of ADSs evidenced by ADRs, including the withholding
of any tax or other governmental charge and the payment of fees of the
Depositary.
The Depositary may withhold any such distribution of ADRs if it has not
received satisfactory assurances from the Registrant that such distribution
does not require registration under the Securities Act or is exempt from
registration under the provisions of such Act. In lieu of delivering ADRs for
fractional ADSs in the event of any such dividend or free distribution, the
Depositary will sell the amount of Preferred Shares represented by the
aggregate of such fractions and distribute the net proceeds in accordance with
the Deposit Agreement. If additional ADRs are not so distributed, each ADS
will thereafter also represent the additional Preferred Shares distributed
upon the Deposited Securities represented thereby.
If the Registrant offers, or causes to be offered, to the holders of
Preferred Shares any rights to subscribe for additional Preferred Shares or
any rights of any other nature, the Depositary, after consultation with the
Registrant, will have discretion as to the procedure to be followed in making
such rights available to Owners or in disposing of such rights for the benefit
of such Owners and making the net proceeds available to such Owners. If, by
the terms of such rights offering or for any reason, it would be unlawful for
the Depositary to either make such rights available to any Owners or dispose
of such rights and make the net proceeds available to such Owners, then the
Depositary will allow the rights to lapse. If at the time of the offering of
any rights, the Depositary determines in its discretion that it is lawful and
feasible to make such rights available to all or certain Owners, the
Depositary may, and at the request of the Company will, distribute to any
Owners to whom it determines the distribution to be lawful and feasible, in
proportion to the number of ADSs held by such Owner, warrants or other
instruments therefor in such form as it deems appropriate.
If the Depositary determines that it is not lawful or feasible to make such
rights available to all or certain Owners, it may, and at the request of the
Registrant, will use its best efforts that are reasonable under the
circumstances to, sell the rights, warrants or other instruments in proportion
to the number of ADSs held by the Owners to whom it has determined it may not
lawfully or feasibly make such rights available, and allocate net proceeds of
such sales for the account of such Owners otherwise entitled to such rights,
warrants or other instruments, upon an averaged or other practical basis
without regard to any distinctions among such Owners because of exchange
restrictions or the date of delivery of any ADR or ADRs or otherwise. The
Depositary will not be responsible for any failure to determine that it may be
lawful or feasible to make such rights available to Owners in general or any
Owner or Owners in particular.
In circumstances in which rights would not otherwise be distributed, if an
Owner requests the distribution of warrants or other instruments in order to
exercise the rights allocable to the ADSs of such Owner, the Depositary will
promptly make such rights available to such Owner upon written notice from the
Registrant to the Depositary that (a) the Registrant has elected in its sole
discretion to permit such rights to be exercised and (b) such Owner has
executed such documents as the Registrant has determined in its sole
discretion are reasonably required under applicable law. Upon instruction
pursuant to such warrants or other instruments to the Depositary from such
Owner to exercise such rights, upon payment by such Owner to the Depositary
for the account of such Owner of an amount equal to the purchase price of the
Preferred Shares to be received in exercise of the rights, and upon payment of
the fees of the Depositary as set forth in such warrants or other instruments,
the Depositary will, on behalf of such Owner, exercise the rights and purchase
the Preferred Shares, and the Registrant will cause the Preferred Shares so
purchased to be delivered to the Depositary on behalf of such Owner. As agent
for such Owner, the Depositary will cause the Preferred Shares so purchased to
be deposited, and will execute and deliver ADRs to such Owner, pursuant to the
Deposit Agreement. Such a disposal of rights may reduce the Owners'
proportionate equity interest in the Registrant.
The Depositary will not offer rights to Owners having an address of record
in the United States unless a registration statement under the Securities Act
is in effect with respect to such rights and the Securities to which such
rights relate or unless the offering and sale thereof to such Owners are
exempt from registration under the
64
<PAGE>
Securities Act; however, the Registrant will have no obligation to file a
registration statement under the Securities Act to make available to Owners
any right to subscribe for or to purchase any of the Securities.
Whenever the Depositary receives any distribution other than cash, Preferred
Shares or rights in respect of the Deposited Securities, the Depositary will,
as promptly as practicable, cause the securities or property received by it to
be distributed to the Owners entitled thereto, after deduction or upon payment
of any fees and expenses of the Depositary or any taxes or other governmental
charges, in proportion to their holdings, respectively, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the Depositary such
distribution cannot be made proportionately among the Owners entitled thereto,
or if for any other reason (including, but not limited to, any requirement
that the Registrant or the Depositary withhold an amount on account of taxes
or other governmental charges or that such securities must be registered under
the Securities Act, in order to be distributed to Owners) the Depositary deems
such distribution not to be feasible, the Depositary may, after consultation
with the Registrant, adopt such method as it may deem equitable and
practicable for the purpose of effecting such distribution, including, but not
limited to, the public or private sale of the securities or property thus
received, or any part thereof, and the net proceeds of any such sale (net of
the fees and expenses of the Depositary) will be distributed by the Depositary
to the Owners entitled thereto as in the case of a distribution received in
cash.
In connection with any distribution to Owners, the Registrant will remit to
the appropriate governmental authority or agency all amounts (if any) required
to be withheld by the Registrant and owing to such authority or agency by the
Registrant; and the Depositary and the Custodian will remit to the appropriate
governmental authority or agency all amounts (if any) required to be withheld
and owing to such authority or agency by the Depositary or Custodian. If the
Depositary determines that any distribution of property other than cash
(including Preferred Shares and rights to subscribe therefor) is subject to
any tax or governmental charge that the Depositary is obligated to withhold,
the Depositary may, by public or private sale, dispose of all or a portion of
such property in such amounts and in such manner as the Depositary deems
necessary and practicable to pay such taxes or governmental charges, and the
Depositary will distribute the net proceeds of any such sale or the balance of
any such property after deduction of such taxes or governmental charges to the
Owners entitled thereto in proportion to the number of ADSs held by them,
respectively.
Upon any change in nominal or par value, or split-up, consolidation or any
other reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation or sale of assets affecting the
Registrant or to which it is a party, any Preferred Shares or other securities
that will be received by the Depositary or the Custodian in exchange for, in
conversion of, or in respect of Deposited Securities will be treated as new
Deposited Securities under the Deposit Agreement, and ADSs will thenceforth
represent, in addition to the existing Deposited Securities, the right to
receive the new Deposited Securities so received in exchange or conversion,
unless additional ADRs are delivered pursuant to the following sentence. In
any such case the Depositary may, and will if the Company so requests, execute
and deliver additional ADRs as in the case of a distribution in Preferred
Shares, or call for the surrender of outstanding ADRs to be exchanged for new
ADRs specifically describing such new Deposited Securities.
RECORD DATES
Whenever any cash dividend or other cash distribution shall become payable,
or whenever any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities, or whenever for any
reason the Depositary causes a change in the number of Preferred Shares that
are represented by each ADS or whenever the Depositary shall receive notice of
any meeting of holders of Preferred Shares or other Deposited Securities, or
whenever the Depositary shall find it necessary or convenient, the Depositary
will fix a record date, which date shall, to the extent practicable, be either
the same date as the record date fixed by the Registrant or, if different from
the record date fixed by the Registrant, fixed after consultation with the
Registrant, (a) for the determination of the Owners who will be (i) entitled
to receive such dividend, distribution of rights, or the net proceeds of the
sale thereof, or (ii) entitled to give instructions for the exercise of voting
65
<PAGE>
rights at any such meeting, or (b) on or after which such ADS will represent
the changed number of Preferred Shares, all subject to the provisions of the
Deposit Agreement.
VOTING OF THE DEPOSITED SECURITIES
Preferred Shares do not entitle the holders thereof to vote on any matter
presented to a vote of shareholders of the Registrant except as set forth
under "--Capital Stock--Voting Rights." With respect to the circumstances set
forth thereunder and if, in the future, the terms of the Preferred Shares
should be revised or amended so as to provide for voting rights, or should the
Preferred Shares obtain voting rights pursuant to the Brazilian Corporation
Law or through any change in the laws, rules, or regulations applicable to
such shares or through any change in interpretation of such laws, the
following shall apply.
As soon as practicable after receipt of notice of any meeting or
solicitation of consents or proxies of holders of Preferred Shares or other
Deposited Securities, if requested in writing by the Registrant, the
Depositary will, as soon as practicable thereafter, mail to all Owners a
notice, the form of which notice will be in the sole discretion of the
Depositary, containing (a) the information included in such notice of meeting
received by the Depositary from the Registrant (or a summary in English of the
notice of such meeting), (b) a statement that the Owners as of the close of
business on a specified record date will be entitled, subject to any
applicable provision of Brazilian law, the By-laws and the provisions of the
Deposited Securities, to instruct the Depositary as to the exercise of the
voting rights, if any, pertaining to the Preferred Shares or other Deposited
Securities represented by their respective ADSs and (c) a statement as to the
manner in which such instructions may be given, including an express
indication that instructions may be given or deemed given in accordance with
the last sentence of this paragraph if no instruction is received, to the
Depositary to give a discretionary proxy to a person designated by the
Registrant. Upon the written request of an Owner on such record date, received
on or before the date established by the Depositary for such purpose, the
Depositary will endeavor, insofar as practicable, to vote or cause to be voted
the amount of Preferred Shares or other Deposited Securities represented by
the ADSs evidenced by such ADRs in accordance with the instructions set forth
in such request. The Depositary may not itself exercise any voting discretion
over any Preferred Shares. If the Depositary does not receive instructions
from an Owner on or before the date established by the Depositary for such
purpose, the Depositary will deem such Owner to have instructed the Depositary
to give a discretionary proxy to a person designated by the Registrant to vote
the underlying Preferred Shares, provided that no such discretionary proxy
will be given with respect to any matter as to which the Registrant informs
the Depositary that (i) the Registrant does not wish such proxy given, (ii)
substantial opposition exists or (iii) the rights of holders of Preferred
Shares will be materially and adversely affected. Under Brazilian law the
Depositary may vote the Preferred Shares or other Deposited Securities
represented by ADSs and evidenced by ADRs in accordance with the instructions
of the Owners even if those instructions differ among such Owners.
Owners are not entitled to attend meetings of shareholders. An Owner wishing
to do so must cancel its ADRs and obtain delivery of the underlying shares,
registered in the name of such Owner, prior to the record date for attendance
at such meeting.
REPORTS AND OTHER COMMUNICATIONS
The Depositary will make available for inspection by Owners at its Corporate
Trust Office any reports and communications, including any proxy soliciting
material, received from the Registrant, which are both (a) received by the
Depositary as the holder of the Deposited Securities and (b) made generally
available to holders of such Deposited Securities by the Registrant. The
Depositary will also send to Owners copies of such reports when furnished by
the Registrant pursuant to the Deposit Agreement. Any such reports and
communications furnished to the Depositary by the Registrant will be furnished
in English, to the extent that such materials are required to be translated
into English pursuant to any regulations of the Commission.
66
<PAGE>
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of the ADRs and any provision of the Deposit Agreement may at any
time and from time to time be amended by agreement between the Registrant and
the Depositary in any respect which they may deem necessary or desirable. Any
amendment that imposes or increases any fees or charges (other than taxes and
other governmental charges, registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or which otherwise
prejudices any substantial existing rights of Owners, will not take effect as
to the outstanding ADRs until the expiration of 30 days after notice of such
amendment has been given to the Owners of outstanding ADRs. Every Owner and
Beneficial Owner at the time such amendment becomes effective will be deemed,
by continuing to hold such ADR, to consent and agree to such amendment and to
be bound by the Deposit Agreement as amended thereby. In no event will any
amendment impair the right of any Owner to surrender his ADR and receive
therefor the Preferred Shares and other property represented thereby, except
to comply with mandatory provisions of applicable law.
The Depositary will at any time at the direction of the Registrant terminate
the Deposit Agreement by mailing notice of such termination to the Owners then
outstanding at least 30 days prior to the date fixed in such notice for such
termination. The Depositary may likewise terminate the Deposit Agreement by
mailing notice of such termination to the Registrant and the Owners, if at any
time after 60 days have expired after the Depositary shall have delivered
written notice of its election to resign to the Registrant, a successor
depositary shall not have been appointed and accepted its appointment, in
accordance with the terms of the Deposit Agreement. If any ADRs remain
outstanding after the date of termination, the Depositary thereafter will
discontinue the registration of transfer of ADRs, will suspend the
distribution of dividends to the holders thereof and will not give any further
notices or perform any further acts under the Deposit Agreement, except for
(1) the collection of dividends and other distributions pertaining to the
Deposited Securities, (2) the sale of rights and other property and (3) the
delivery of Preferred Shares, together with any dividends or other
distributions received with respect thereto and the net proceeds of the sale
of any rights or other property, in exchange for surrendered ADRs (after
deducting, in each case, the fees of the Depositary for the surrender of an
ADR and other expenses set forth in the Deposit Agreement and any applicable
taxes or governmental charges).
At any time after the expiration of one year from the date of termination,
the Depositary may sell the Deposited Securities then held thereunder and hold
uninvested the net proceeds of such sale, together with any other cash,
unsegregated and without liability for interest, for the pro rata benefit of
the Owners that have not theretofore surrendered their ADRs, such Owners
thereupon becoming general creditors of the Depositary with respect to such
net proceeds. After making such sale, the Depositary will be discharged from
all obligations under the Deposit Agreement, except to account for net
proceeds and other cash (after deducting, in each case, the fee of the
Depositary and other expenses set forth in the Deposit Agreement for the
surrender of an ADR and any applicable taxes or other governmental charges)
and certain indemnification obligations. Upon termination of the Deposit
Agreement, the Registrant will also be discharged from all obligations
thereunder, except for certain obligations to the Depositary.
CHARGES OF DEPOSITARY
The Depositary will charge (to the extent permitted by applicable law) any
party depositing or withdrawing Preferred Shares or any party surrendering
ADRs or to whom ADRs are issued (including, without limitation, issuance
pursuant to a stock dividend or stock split declared by the Company or an
exchange of stock regarding the ADRs or Deposited Securities or a distribution
of ADRs pursuant to the Deposit Agreement), whichever is applicable: (1) taxes
and other governmental charges, (2) such registration fees as may from time to
time be in effect for the registration of transfers of Preferred Shares
generally on the register of the Registrant or the Registrar and applicable to
transfers of Preferred Shares to the name of the Depositary or its nominee or
the Custodian or its nominee on the making of deposits or withdrawals under
the Deposit Agreement, (3) such cable, telex and facsimile transmission
expenses as are expressly provided in the Deposit Agreement to be at the
expense of persons depositing Preferred Shares or Owners, (4) such expenses as
are incurred by the Depositary in the conversion of foreign currency pursuant
to the Deposit Agreement, (5) a fee not in excess of $5.00 per
67
<PAGE>
100 ADSs (or portion thereof) for the execution and delivery of ADRs pursuant
to the Deposit Agreement and the surrender of ADRs pursuant to the Deposit
Agreement, (6) a fee for the distribution of proceeds of sales of securities
or rights pursuant to the Deposit Agreement, such fee (which may be deducted
from such proceeds) being in an amount equal to the lesser of (i) the fee for
issuance of ADSs referred to above which would have been charged as a result
of the deposit of such securities (for purposes of this clause treating all
such securities as if they were Preferred Shares) or Preferred Shares received
in exercise of rights distributed to them pursuant to the Deposit Agreement,
but which securities or rights are instead sold by the Depositary and the net
proceeds distributed and (ii) the amount of such proceeds.
The Depositary, pursuant to the Deposit Agreement, may own and deal in any
class of securities of the Company and its affiliates and in ADRs.
LIABILITY OF OWNERS OR BENEFICIAL OWNERS FOR TAXES OR OTHER CHARGES
If any tax or other governmental charge shall become payable by the
Custodian, the Depositary or its nominee with respect to any ADR or any
Deposited Securities represented by the ADSs evidenced by such ADR, such tax
or other governmental charge will be payable by the Owner or Beneficial Owner
of such ADR. The Depositary may refuse to effect registration of transfer of
such ADR or any split-up or combination thereof or any withdrawal of Deposited
Securities underlying such ADR until such payment is made, and may withhold
any dividends or other distributions or may sell for the account of such Owner
or Beneficial Owner any part or all of the Deposited Securities underlying
such ADR and may apply such dividends or distributions or the proceeds of any
such sale in payment of any such tax or other governmental charge (and any
taxes or expenses arising out of such sale) and the Owner or Beneficial Owner
of such ADR will remain liable for any deficiency.
LIMITATION ON EXECUTION, DELIVERY, TRANSFER AND SURRENDER OF ADRS
The ADRs are transferable on the books of the Depositary, provided that the
Depositary may close the transfer books after consultation with the Registrant
to the extent practicable at any time or from time to time when deemed
expedient by it in connection with the performance of its duties or at the
request of the Registrant.
As a condition precedent to the execution and delivery, registration of
transfer, split-up, combination or surrender of any ADR, the delivery of any
distribution thereon or the withdrawal of Deposited Securities, the
Depositary, the Registrant, the Custodian or the Registrar may require payment
from the depositor of Preferred Shares or the presenter of the ADR of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such
tax, charge or fee with respect to Preferred Shares being deposited or
withdrawn) and payment of any other applicable fees provided for in the
Deposit Agreement. The Depositary may refuse to deliver ADRs, register the
transfer of any ADR or make any distribution of, or related to, the Preferred
Shares until it has received such proof of citizenship, residence, exchange
control approval, compliance with all applicable laws or regulations, or other
information as it may reasonably deem necessary or proper. The delivery,
transfer, registration of transfer, split-up, combination and surrender of
ADRs generally may be suspended or refused during any period when the transfer
books of the Depositary, the Registrant or the Registrar are closed or if any
such action is deemed necessary or advisable by the Depositary or the
Registrant, at any time or from time to time.
The Depositary will keep books, at its Corporate Trust Office, for the
registration and transfer of ADRs, which at all reasonable times will be open
for inspection by the Owners, provided that such inspection will not be for
the purpose of communicating with Owners in the interest of a business or
object other than the business of the Registrant or a matter related to the
Deposit Agreement or the ADRs.
The Depositary may upon notice to the Registrant appoint one or more co-
transfer agents reasonably acceptable to the Registrant for the purpose of
effecting transfers, combinations and split-ups of ADRs at designated transfer
offices on behalf of the Depositary. In carrying out its functions, a co-
transfer agent may
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<PAGE>
require evidence of authority and compliance with applicable laws and other
requirements by Owners or persons entitled to ADRs and will be entitled to
protection and indemnity to the same extent as the Depositary.
LIMITATION OF LIABILITY
Neither the Depositary nor the Registrant nor any of their respective
directors, employees, agents or affiliates will be liable to any Owners or
Beneficial Owners of ADRs if by reason of any provision of any present or
future law or regulation of the United States, Brazil or any other country, or
of any other governmental or regulatory authority or stock exchange, or by
reason of any provision, present or future, of the By-laws, or by reason of
any act of God or war or other circumstance beyond its control, the Depositary
or the Registrant or any of their respective directors, employees, agents, or
affiliates shall be prevented, delayed or forbidden from, or be subject to any
civil or criminal penalty on account of, doing or performing any act or thing
which by terms of the Deposit Agreement it is provided will be done or
performed; nor will the Depositary or the Registrant incur any liability to
any Owner or Beneficial Owner of any ADR by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing which by
the terms of the Deposit Agreement it is provided will or may be done or
performed, or by reason of any exercise of, or failure to exercise, any
discretion provided for under the Deposit Agreement. Where, by the terms of a
distribution pursuant to the Deposit Agreement, or an offering or distribution
pursuant to the Deposit Agreement, or for any other reason, the Depositary is
prevented or prohibited from making such distribution or offering available to
Owners, and the Depositary is prevented or prohibited from making such
distribution or offering on behalf of such Owners and making the net proceeds
available to such Owners, then the Depositary, after consultation with the
Registrant, will not make such distribution or offering, and will allow the
rights, if applicable, to lapse.
The Registrant and the Depositary assume no obligation nor will they be
subject to any liability under the Deposit Agreement to Owners or Beneficial
Owners of ADRs, except that they agree to perform their respective obligations
specifically set forth under the Deposit Agreement without negligence or bad
faith.
GOVERNING LAW
The Deposit Agreement is governed by the laws of the State of New York.
69
<PAGE>
PART III
ITEM 15: DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 16: CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED
SECURITIES
Not applicable.
PART IV
ITEM 17: CONSOLIDATED FINANCIAL STATEMENTS
The Registrant has responded to Item 18 in lieu of responding to this Item.
ITEM 18: CONSOLIDATED FINANCIAL STATEMENTS
Reference is made to pages F-1 through F-32.
ITEM 19: CONSOLIDATED FINANCIAL STATEMENTS AND EXHIBITS
(a) The following Consolidated Financial Statements are filed as part of
this Form 20-F:
Independent Auditors' Report
Consolidated Statements of Financial Condition as of December 31, 1996
and 1997
Consolidated Statements of Revenues and Expenses for the Years Ended
December 31, 1995, 1996 and 1997
Consolidated Statements of Net Interdivisional Cash
Distribution/(Receipt) for the Years Ended December 31, 1995, 1996 and
1997
Consolidated Statements of Changes in Divisional Equity for the Years
Ended December 31, 1995, 1996 and 1997
Notes to the Consolidated Financial Statements
(b) Exhibits
1.1* Bylaws of the Registrant
1.2* Bylaws of the Registrant (English translation)
2.1* Deposit Agreement dated as of July 27, 1998, 1998 among the
Registrant, The Bank of New York, as Depositary, and Owners and
Beneficial Owners of American Depositary Receipts issued thereunder
10.1* Standard Concession Agreement for Mobile Cellular Service
10.2* Standard Concession Agreement for Mobile Cellular Service (English
translation)
23.1** Consent of KPMG Peat Marwick
--------
* Previously filed
** Filed herewith
70
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this amendment to its registration
statement on Form 20-F, Commission File No. 001-14489, to be signed on its
behalf by the undersigned, thereunto duly authorized.
Tele Centro Oeste Celular
Participacoes S.A.
/s/ Mario Cesar Pereira De Araujo
By: _________________________________
Name: Mario Cesar Pereira De
Araujo
Title:
President
/s/ Sergio Assenco Tavares Dos
Santos
By: _________________________________
Name: Sergio Assenco Tavares Dos
Santos
Title:
Executive Officer for
Operations
Dated: November 2, 1998
71
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
CONTENTS
<TABLE>
<S> <C>
Independent Auditors' Report................................. F-2
Consolidated Statements of Financial Condition............... F-3
Consolidated Statements of Revenues and Expenses............. F-4
Consolidated Statements of Net Interdivisional Cash Distribu-
tion (Receipt).............................................. F-5
Consolidated Statements of Changes In Divisional Equity...... F-6
Notes to the Consolidated Financial Statements............... F-7 through F-32
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Tele Centro Oeste Celular Participacoes S.A.
Brasilia-DF
We have audited the accompanying consolidated statements of financial
condition of Tele Centro Oeste Celular Participacoes S.A. as of December 31,
1996 and 1997, and the related consolidated statements of revenues and
expenses, net interdivisional cash distribution (receipt) and changes in
divisional equity for each of the years in the three-year period ended
December 31, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards in Brazil, which do not differ in any material respects from
generally accepted auditing standards in the United States of America. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in Brazil and on the
basis set out in Note 2 to the consolidated financial statements. Accordingly,
interest income, unallocated interest expense, income tax expense and the
related assets and liabilities are not included in the consolidated financial
statements.
In our opinion, based on our audits, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
condition of Tele Centro Oeste Celular Participacoes S.A. as of December 31,
1996 and 1997, and its revenues and expenses and net interdivisional cash
distribution (receipt) for each of the years in the three-year period ended
December 31, 1997, in conformity with accounting principles generally accepted
in Brazil and on the basis set out in Note 2, including continued recognition
of the effects of changes in the purchasing power of the Brazilian currency as
discussed in Note 2.
Generally accepted accounting principles in Brazil vary in certain respects
from generally accepted accounting principles in the United States of America.
Application of generally accepted accounting principles in the United States
of America would have affected revenues and expenses for each of the years in
the two-year period ended December 31, 1997 and the divisional equity as of
December 31, 1996 and 1997 to the extent summarized in Note 24 of the
consolidated financial statements.
July 17, 1998
Brasilia, Brazil
KPMG Peat Marwick
F-2
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AS AT DECEMBER 31, 1996 AND 1997
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF
DECEMBER 31, 1997 AND THOUSANDS OF US DOLLARS--US$)
<TABLE>
<CAPTION>
NOTE 1996 1997 1997
------ ------- ------- ------------
R$ R$ US$
(UNAUDITED,
SEE NOTE 2B)
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents:
Deposits with Banco do Brasil S.A. ...... 9 -- 39,037 34,967
Other cash and cash equivalents.......... -- 270 242
Accounts receivable:
Trade, net.............................. 10 45,750 60,916 54,565
Receivable from related parties......... 19 2,252 2,712 2,429
Taxes receivable......................... 365 6,073 5,440
Other assets............................. 11 411 1,855 1,662
------- ------- -------
Total current assets................... 48,778 110,863 99,305
------- ------- -------
Noncurrent assets:
Taxes receivable......................... 1,429 1,394 1,249
------- ------- -------
Permanent assets:
Property, plant and equipment, net....... 12 523,479 577,798 517,555
------- ------- -------
Total assets........................... 573,686 690,055 618,109
======= ======= =======
Current liabilities:
Payroll and related accruals............. 13 2,128 1,236 1,107
Accounts payable and accrued expenses:
Suppliers............................... 14 38,210 12,652 11,333
Payable to related parties.............. 19 2,173 2,178 1,951
Taxes other than income taxes............ 15 10,273 2,919 2,615
Deferred tax liabilities from indexation
adjustments............................. 2a 927 2,185 1,957
Loans and financing with Telebras........ 16, 19 14,271 9,568 8,570
Provisions for contingencies............. 17 224 710 636
Other liabilities........................ 1,437 52 47
------- ------- -------
Total current liabilities.............. 69,643 31,500 28,216
------- ------- -------
Noncurrent liabilities:
Deferred tax liabilities from indexation
adjustments............................. 2a 10,592 26,054 23,338
Loans and financing with Telebras........ 16, 19 39,098 30,340 27,177
Provisions for contingencies............. 17 -- 381 341
Other liabilities........................ 647 558 500
------- ------- -------
Total noncurrent liabilities........... 50,337 57,333 51,356
------- ------- -------
Minority interests......................... 2 50,813 86,674 77,637
------- ------- -------
Divisional equity.......................... 402,893 514,548 460,900
------- ------- -------
Total liabilities and divisional
equity................................ 573,686 690,055 618,109
======= ======= =======
</TABLE>
See the accompanying notes to the consolidated financial statements.
F-3
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES
YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF
DECEMBER 31, 1997 AND THOUSANDS OF US DOLLARS--US$)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------------------
NOTE 1995 1996 1997 1997
---- ------- -------- -------- ------------
R$ R$ R$ US$
(UNAUDITED,
SEE NOTE 2B)
<S> <C> <C> <C> <C> <C>
Net operating revenue from cel-
lular telecommunications serv-
ices:
Services provided to third
parties..................... 118,064 238,587 327,857 293,673
Services provided to the
Telebras operating
companies................... 19 36,358 59,731 110,412 98,900
------- -------- -------- --------
Total net operating revenue
.......................... 4 154,422 298,318 438,269 392,573
------- -------- -------- --------
Cost of services:
Provided by third parties.... (19,889) (32,929) (62,029) (55,562)
Provided by the Telebras
operating companies......... 19 (39,769) (71,660) (121,700) (109,011)
------- -------- -------- --------
Total cost of services..... 5 (59,658) (104,589) (183,729) (164,573)
------- -------- -------- --------
Gross profit................... 94,764 193,729 254,540 228,000
Operating expenses:
Selling expense.............. (8,385) (15,213) (49,285) (44,146)
General and administrative
expense..................... (13,441) (21,946) (37,723) (33,790)
Other net operating income... 6 1,522 2,975 3,612 3,236
------- -------- -------- --------
Operating income before inter-
est........................... 74,460 159,545 171,144 153,300
Allocated interest expense..... (1,480) (3,596) (3,724) (3,336)
------- -------- -------- --------
Operating income before inter-
est income and unallocated in-
terest expense................ 72,980 155,949 167,420 149,964
Net nonoperating expense....... -- -- (50) (45)
Employees' profit share........ (63) (223) (283) (253)
------- -------- -------- --------
Income before interest income,
unallocated interest ex-
pense, taxes and minority in-
terests....................... 72,917 155,726 167,087 149,666
Minority interests before in-
terest income, unallocated in-
terest expense and taxes...... 2 (6,437) (15,883) (23,308) (20,878)
------- -------- -------- --------
Income before interest income,
unallocated interest expense
and taxes..................... 66,480 139,843 143,779 128,788
======= ======== ======== ========
</TABLE>
See the accompanying notes to the consolidated financial statements.
F-4
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
CONSOLIDATED STATEMENTS OF NET INTERDIVISIONAL CASH DISTRIBUTION (RECEIPT)
YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF
DECEMBER 31, 1997 AND THOUSANDS OF US DOLLARS--US$)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------------------
1995 1996 1997 1997
-------- -------- ------- ------------
R$ R$ R$ US$
(UNAUDITED,
SEE NOTE 2B)
<S> <C> <C> <C> <C>
Operating activities:
Income before interest income, un-
allocated interest expense and
taxes............................. 66,480 139,843 143,779 128,788
Adjustments to reconcile income
before interest income,
unallocated interest expense and
taxes to cash provided by
operating activities:
Depreciation and amortization.... 16,805 29,510 45,313 40,588
Minority interests in income be-
fore interest income, unallo-
cated interest expense and tax-
es.............................. 6,437 15,883 23,308 20,878
Increase in allowance for doubt-
ful accounts.................... 1,402 3,081 30,318 27,157
Increase in accounts receivable.. (12,130) (30,310) (45,944) (41,154)
Increase in taxes receivable .... (1,530) (192) (5,673) (5,082)
(Increase) decrease in other cur-
rent assets..................... (242) 22 (1,444) (1,293)
Increase (decrease) in payroll
and related accruals............ 325 966 (892) (799)
Increase (decrease) in accounts
payable and accrued expenses.... 10,826 23,086 (25,553) (22,889)
Increase (decrease) in taxes
other than income taxes......... 4,847 4,179 (7,354) (6,587)
Increase (decrease) in other cur-
rent liabilities................ (10) 1,271 (1,385) (1,241)
Increase in accrued interest..... 5,011 5,238 4,192 3,755
Increase (decrease) in provisions
for contingencies............... 241 (17) 867 777
Increase (decrease) in other
noncurrent liabilities.......... 245 (511) (89) (80)
-------- -------- ------- -------
98,707 192,049 159,443 142,818
-------- -------- ------- -------
Investing activities:
Additions to property, plant and
equipment......................... (138,203) (218,249) (80,976) (72,533)
Capitalized interest............... (156) (1,010) (1,004) (899)
Proceeds from asset disposals...... 1 -- 21 19
-------- -------- ------- -------
(138,358) (219,259) (81,959) (73,413)
-------- -------- ------- -------
Financing activities:
Loans repaid....................... (15,594) (31,387) (18,289) (16,382)
New loans obtained................. 17,938 41,642 636 570
-------- -------- ------- -------
2,344 10,255 (17,653) (15,812)
-------- -------- ------- -------
Increase (decrease) in cash and cash
equivalents......................... (37,307) (16,955) 59,831 53,593
Cash and cash equivalents at end of
year................................ -- -- (39,307) (35,209)
-------- -------- ------- -------
Net interdivisional cash distribution
(receipt)........................... (37,307) (16,955) 20,524 18,384
======== ======== ======= =======
</TABLE>
See the accompanying notes to the consolidated financial statements.
F-5
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
CONSOLIDATED STATEMENTS OF CHANGES IN DIVISIONAL EQUITY
YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
(IN THOUSANDS OF CONSTANT BRAZILIAN REAIS--R$, OF DECEMBER 31, 1997)
<TABLE>
<CAPTION>
TOTAL
-------
<S> <C>
Balance at December 31, 1994......................................... 135,240
Income before interest income, unallocated interest expense and taxes
.................................................................... 66,480
Net interdivisional cash receipt..................................... 37,307
Capitalized interest................................................. 10,099
Minority interests effects other than on income ..................... (5,112)
-------
Balance at December 31, 1995......................................... 244,014
Income before interest income, unallocated interest expense and taxes
.................................................................... 139,843
Net interdivisional cash receipt..................................... 16,955
Deferred tax on full indexation...................................... (11,519)
Capitalized interest................................................. 15,482
Minority interests effects other than on income ..................... (1,882)
-------
Balance at December 31, 1996......................................... 402,893
Income before interest income, unallocated interest expense and taxes
.................................................................... 143,779
Net interdivisional cash distribution................................ (20,524)
Deferred tax on full indexation...................................... (16,720)
Capitalized interest................................................. 17,673
Minority interests effects other than on income...................... (12,553)
-------
Balance at December 31, 1997......................................... 514,548
=======
</TABLE>
See the accompanying notes to the consolidated financial statements.
F-6
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1,2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
1. OPERATIONS AND BACKGROUND
Beginning in 1995, the federal government of Brazil (the "Federal
Government") undertook comprehensive reform of the Brazilian regulation of the
telecommunications industry. In July 1995 the Federal Congress adopted a
General Telecommunications Law providing for the privatization of
Telecomunicacoes Brasileiras S.A. ("Telebras") which, through its 28 operating
subsidiaries was the primary supplier of public telecommunications services in
Brazil.
In preparation for the privatization of the Telebras system, the operating
subsidiaries have been divided into twelve separate groups, (a) three regional
fixed line operators, (b) eight regional cellular operators and (c) one
national long-distance operator. The cellular telecommunications businesses
have firstly been separated from the operating subsidiaries and subsequently
the fixed line businesses, the new cellular businesses and the long-distance
operator have been combined into the twelve separate groups (the "New Holding
Companies"). Both the separation of the cellular businesses and the subsequent
grouping of the former Telebras subsidiaries have been performed using a
procedure under Brazilian corporate law called cisao or "spin-off." As of part
of this process Tele Centro Oeste Celular Participacoes S.A. (the "Holding
Company") was formed.
Tele Centro Oeste Celular Participacoes S.A. was formed on May 22, 1998,
through the spin-off of certain assets and liabilities of Telebras, including
83.8%, 96.0%, 91.9%, 91.3%, 94.0% and 81.4% of the share capital of Telegoias
Celular S.A., Telems Celular S.A., Telemat Celular S.A., Teleron Celular S.A.,
Teleacre Celular S.A. and Telebrasilia Celular S.A., respectively. Until
August 4, 1998, the Companies were controlled by the Federal Government (see
Note 23(c)).
Telegoias Celular S.A., Telems Celular S.A., Telemat Celular S.A., Teleron
Celular S.A., Teleacre Celular S.A. and Telebrasilia Celular S.A. were formed
on January 5, 1998 and subsequently received on January 30, 1998 from
Telecomunicacoes de Goias S.A. ("Telegoias"), Telecomunicacoes de Mato Grosso
do Sul S.A. ("Telems"), Telecomunicacoes do Mato Grosso S.A. ("Telemat"),
Telecomunicacoes de Rondonia S.A. ("Teleron"), Telecomunicacoes do Acre S.A.
("Teleacre") and Telecomunicacoes de Brasilia S.A. ("Telebrasilia") the assets
and liabilities comprising their respective cellular telecommunications
services (the "subsidiaries"). Tele Centro Oeste Celular Participacoes S.A.
and its subsidiaries (the "Companies") are the primary suppliers of cellular
telecommunications services in the states of Goias, Tocantins, Mato Grosso do
Sul, Mato Grosso, Rondonia, Acre and the Federal District under the terms of
concessions granted by the Federal Government on November 4, 1997 (the
"Concessions"). The Concessions will expire as follows:
<TABLE>
<CAPTION>
COMPANY EXPIRY DATE
------- ------------------
<S> <C>
Telegoias Celular S.A. ................................ October 29, 2008
Telems Celular S.A. ................................... September 28, 2009
Telemat Celular S.A. .................................. March 30, 2009
Teleron Celular S.A. .................................. July 21, 2009
Teleacre Celular S.A. ................................. July 15, 2009
Telebrasilia Celular S.A. ............................. July 24, 2006
</TABLE>
The Concessions may be renewed at the discretion of Anatel (as defined below)
for a further term of 15 years. Through their predecessors Telegoias, Telems,
Telemat, Teleron, Teleacre and Telebrasilia the Companies began providing
cellular telecommunications services in the states of Goias, Tocantins, Mato
Grosso do Sul, Mato Grosso, Rondonia, Acre and the Federal District between
July 1991 and February 1996.
F-7
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
The Companies' businesses, including the service they may provide and the
rates they charge are regulated by Agencia Nacional de Telecomunicacoes
("Anatel"), the regulatory authority for the Brazilian telecommunications
industry pursuant to Law No. 9,472 of July 16, 1997 and the related
regulations, decrees, orders and plans.
2. PRESENTATION OF THE FINANCIAL STATEMENTS
The consolidated financial statements present the financial condition and
revenues and expenses of Tele Centro Oeste Participacoes S.A. and the combined
cellular telecommunications businesses of Telegoias, Telems, Telemat, Teleron,
Teleacre and Telebrasilia. The portion of the consolidated equity and income
before interest income, unallocated interest expense and taxes of the Company
attributable to shareholders of the Company other than Telebras at
December 31, 1996 and 1997, and for each of the years in the three year period
ended December 31, 1997 is reflected as "minority interests" in the
consolidated financial statements. At December 31, 1997, such minority
shareholders owned directly and indirectly 16.2%, 4.0%, 8.1%, 8.7%, 6.0% and
18.6% of the share capital of Telegoias, Telems, Telemat, Teleron, Teleacre
and Telebrasilia, respectively.
The formation of the Holding Company and Telegoias Celular S.A., Telems
Celular S.A., Telemat Celular S.A., Teleron Celular S.A., Teleacre Celular
S.A. and Telebrasilia Celular S.A. has been accounted for as a reorganization
of entities under common control in a manner similar to a pooling of
interests. The assets and liabilities of the cellular telecommunications
businesses of Telegoias, Telems, Telemat, Teleron, Teleacre and Telebrasilia
were transferred to the Companies at their indexed historical cost. The
revenues and expenses associated with such assets and liabilities were
allocated to the Companies. Separate records of revenues and cost of services
of the cellular telecommunications businesses of Telegoias, Telems, Telemat,
Teleron, Teleacre and Telebrasilia were maintained historically. Accordingly,
actual amounts were allocated for the periods included herein. The
consolidated statements of revenues and expenses and net interdivisional cash
distribution (receipt) have been prepared to include the historical activity
related to the assets and liabilities transferred. The consolidated financial
statements are not necessarily indicative of what would have been the
financial condition and revenues and expenses of the Companies as of December
31, 1996 and 1997 and for the three years ended December 31, 1997 had the
cellular telecommunications businesses of Telegoias, Telems, Telemat, Teleron,
Teleacre and Telebrasilia been separate legal entities during such periods.
With respect to costs other than costs of services, the methodologies
employed in transferring the assets and liabilities included the specific
identification of costs associated with those assets and liabilities, and the
allocation of costs where specific identification was not possible.
Allocations were made using criteria established by management that were
designed to ensure that all relevant costs were appropriately included in the
results of operations for the periods presented. Those allocation criteria
included: square footage (in relation to land and building related expenses),
number of terminals (in relation to general management, accounting, data
processing, legal department and other general staff functions), number of
employers (in relation to the human resource department), number of
requisitions issued (in relation to office material costs) and miles driven
(in relation to certain transport costs). Management believes that the amounts
included in the combined statements of revenues and expenses fairly reflect
the income before interest income, unallocated interest expense and taxes of
the businesses.
Prior to December 31, 1997, cash and certain non-specific debt could not be
segregated from Telegoias, Telems, Telemat, Teleron, Teleacre and
Telebrasilia. Accordingly, these amounts have not been included in the
consolidated financial statements. Additionally, certain interest income and
unallocated interest expense relating to the cellular telecommunications
businesses could not be identified. Consequently, income tax expenses and
related liabilities do not appear in the consolidated financial statements.
See Note 2(d) for additional information regarding consolidated financial
statement presentation.
F-8
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
The presentation of the consolidated financial statements is consistent with
the presentation of the published financial statements of Telegoias, Telems,
Telemat, Teleron, Teleacre and Telebrasilia, from which the financial
information was extracted, except for certain reclassifications within the
consolidated statements of financial condition and the consolidated statements
of revenues and expenses which have been made to conform previously published
financial statements to the 1997 presentation within this registration
statement.
The consolidated financial statements were prepared on a fully indexed basis
to recognize the effects of changes in the purchasing power of the Brazilian
currency during the periods presented.
A. FULL INDEXATION TO DECEMBER 31, 1997
The principal criteria adopted to prepare the fully indexed consolidated
financial statements, which are restated from amounts carved out of the
statutory accounting records of Telegoias, Telems, Telemat, Teleron, Teleacre
and Telebrasilia, maintained in accordance with the practices described in
Note 3, are as follows:
i. Inflation restatement index
The consolidated financial statements were indexed and expressed in currency
of constant purchasing power of December 31, 1997 by using the monthly average
values of the Unidade Fiscal de Referencia (the Tax Reference Unit or "UFIR")
through to December 31, 1995 and the Indice Geral de Precos-Mercado (the
General Prices Index-Market or the "IGP-M") of the Fundacao Getulio Vargas in
1996 and 1997 following the cessation of the widespread use of the UFIR that
resulted from the change in Brazil's corporate law. Inflation for the three
year period ended December 31, 1997, as measured by the UFIR and the IGP-M,
was as follows:
<TABLE>
<CAPTION>
PERIOD INDEX ANNUAL INFLATION
------ ----- ----------------
%
<S> <C> <C>
Year ended December 31, 1995.......................... UFIR 22.5
Year ended December 31, 1996.......................... IGP-M 9.2
Year ended December 31, 1997.......................... IGP-M 7.7
</TABLE>
Management believes that these indices are appropriate indications of
general price level inflation to be used under Brazilian and US GAAP, for the
years indicated.
In July 1997, the three-year cumulative inflation rate for Brazil fell below
100%. However, for accounting purposes, the constant currency method continued
to be applied through December 31, 1997. The Brazilian Institute of
Accountants has not yet published definitive rules regarding when the constant
currency method of accounting may no longer be used to prepare financial
statements. If the Brazilian Institute of Accountants determines that the
constant currency method may no longer be used to prepare financial statements
beginning January 1, 1998, the restated balances of nonmonetary assets and
liabilities of the Company as of December 31, 1997 will become the new basis
for accounting, and statement of revenue and expense items will no longer be
restated for inflation.
ii. Consolidated statements of revenues and expenses
Items in the consolidated statements of revenues and expenses are adjusted
by:
. allocating inflationary holding gains or losses on interest bearing
monetary assets and liabilities to their corresponding interest income
and expense captions;
F-9
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
. allocating inflationary holding gains and losses from other monetary
items to their corresponding income or expense captions. Amounts without
a corresponding income or expense caption were allocated to "Other net
operating income."
iii. Deferred income tax effects of indexation adjustments in 1996 and 1997
As a result of legislation mandating the discontinuation of the indexation
system for Brazilian corporate law and most fiscal purposes as from January 1,
1996, the indexation of assets and liabilities for financial reporting
purposes herein is not permitted for tax purposes. Accordingly, a deferred tax
liability arises for the excess of net assets shown for financial reporting
purposes over the tax basis of these net assets. The charge relating to the
additional deferred tax liability of R$11,519 and R$16,720 in 1996 and 1997,
respectively, was recorded directly against divisional equity.
B. TRANSLATION OF CONSTANT BRAZILIAN REAL AMOUNTS INTO US DOLLAR AMOUNTS
The translation of Brazilian Real amounts into US dollar amounts is
unaudited and included solely for the convenience of readers outside of Brazil
and has been performed using the closing selling exchange rate published by
the Central Bank of Brazil of R$1.1164 to US$1.00 as of December 31, 1997.
This translation should not be construed as a representation that Brazilian
Real amounts could be converted to US dollars at this or any other rate.
C. DIVISIONAL EQUITY
As discussed in Note 1, the Companies were formed as a result of the
specific identifications and spin-off of assets, liabilities and revenues and
expenses comprising the cellular telecommunications businesses of Telegoias,
Telems, Telemat, Teleron, Teleacre and Telebrasilia. Since Tele Centro Oeste
Celular Participacoes S.A. did not exist prior to January 1, 1998 no
individual capital structure was maintained. Consequently, the net assets
contributed have been shown as "divisional equity" in the accompanying
consolidated statements of financial condition. Additionally, consolidated
statements of changes in divisional equity have been provided, which show the
changes in the divisional equity for the periods presented.
D. CONSOLIDATED STATEMENTS OF NET INTERDIVISIONAL CASH DISTRIBUTION (RECEIPT)
Because it was not possible to segregate the cash balances for the cellular
telecommunications businesses prior to December 31, 1997 a traditional
statement of cash flows could not be prepared for the periods presented. In
lieu of detailing the beginning and ending cash and cash equivalent balances,
and the net change in cash and cash equivalents between years, the net cash
transferred to/from the fixed line telephone businesses of Telegoias, Telems,
Telemat, Teleron, Teleacre and Telebrasilia has been presented as the "Net
interdivisional cash distribution (receipt)" in the consolidated statements of
net interdivisional cash distribution (receipt).
At December 31, 1997 cash and cash equivalents of R$39,307 were allocated
from Telegoias, Telems, Telemat, Teleron, Teleacre and Telebrasilia to the
Companies to meet future estimated working capital requirements.
E. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the financial records of the
Holding Company and its subsidiaries. All material intercompany accounts and
transactions have been eliminated.
3. SUMMARY OF THE PRINCIPAL ACCOUNTING PRACTICES
A. CASH AND CASH EQUIVALENTS
Cash equivalents are considered to be all highly liquid temporary cash
investments with original maturity dates of three months or less.
F-10
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
Any transfers of cash and cash equivalents have been recorded through
divisional equity.
B. TRADE ACCOUNTS RECEIVABLE
Accounts receivable from telephone subscribers are calculated at the tariff
rate on the date the services were rendered and discounted to their present
value at the Statements of Financial Condition date by applying the interest
rate published by the National Association of Investment Bankers ("ANBID").
Trade accounts receivable also include services provided to customers up to
the combined statements of financial condition date but not yet invoiced.
C. ALLOWANCE FOR DOUBTFUL ACCOUNTS
Provision is made for trade accounts receivable for which recoverability is
considered improbable.
D. FOREIGN CURRENCY TRANSACTIONS
Transactions in foreign currency are recorded at the prevailing exchange
rate at the time of the related transactions. Foreign currency denominated
assets and liabilities are translated using the exchange rate at the
consolidated statements of financial condition date. Exchange differences are
recognized in the consolidated statements of revenues and expenses as they
occur.
E. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at indexed cost. Improvements to
existing property are capitalized while maintenance and repair costs are
charged to expense as incurred. Materials allocated to specific projects are
added to construction-in-progress. Depreciation is provided using the
straight-line method based on the estimated useful lives of the underlying
assets as determined by the public telecommunications service regulators. The
principal depreciation rates are shown in Note 12(b).
Interest, calculated at a rate of 12% per annum on construction-in-progress,
is capitalized as part of property, plant and equipment until the asset is
placed in service.
F. ACCOUNTS PAYABLE
Accounts payable to suppliers are discounted to their present value using
the ANBID interest rate.
G. VACATION PAY ACCRUAL
Cumulative vacation pay due to employees is accrued as earned.
H. INCOME AND SOCIAL CONTRIBUTION TAXES
As described in Note 2 (a) (iii), the charge relating to deferred income tax
effects of indexation adjustments for 1996 and 1997 are recorded directly
against divisional equity.
I. LOANS AND FINANCING
Loans and financing include accrued interest to the consolidated statements
of financial condition date.
J. PROVISIONS FOR CONTINGENCIES
Provisions for contingencies are based on legal advice and management's
opinion as to the likely outcome of the outstanding matters at the
consolidated statements of financial condition date.
F-11
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
K. REVENUE RECOGNITION
Revenues for all services are recognized when the service is provided.
Revenues from cellular telecommunications services consist of subscription
charges, usage charges, activation fees, network usage charges and charges for
maintenance and other customer services. Billings are monthly. Unbilled
revenues from the billing date to the month end are estimated and recognized
as revenue during the month in which the service was provided. Revenues from
activation fees are recognized upon the activation of a customer's services.
L. INTEREST EXPENSE
Interest expense represents interest incurred and gains and losses on loans
and financing after adjusting for the effects of inflation as measured by the
variation in the inflation index and exchange gains of R$2,348, R$1,565 and
R$75 in 1995, 1996 and 1997, respectively.
The Companies had no interest income during 1995, 1996 and 1997 as a result
of cash first being allocated on December 31, 1997.
M. RESEARCH AND DEVELOPMENT
Research and development costs are charged to expense as incurred. Total
research and development costs were R$1,202, R$1,939 and R$2,241 for 1995,
1996 and 1997, respectively.
N. PENSION AND POST-RETIREMENT BENEFITS
The Companies participate in a multi-employer plan that provides pension and
other post-retirement benefits for its employees. Current costs are determined
as the amount of required contribution for the period and are recorded on the
accrual basis.
O. EMPLOYEES' PROFIT SHARE
Accruals are made for granting employees the right to a share of profits.
The amount recorded is the employees' profit share attributable to those
employees in the cellular business of Telegoias, Telems, Telemat, Teleron,
Teleacre and Telebrasilia.
P. EARNINGS PER SHARE
Earnings per share information has not been presented as the capital
structure of Tele Centro Oeste Celular Participacoes S.A. was not in place at
December 31, 1997.
Q. SEGMENT INFORMATION
The Companies operate solely in one segment for local and regional cellular
telecommunications. All revenues are generated in relation to services
provided in or routed through the states of Goias, Tocantins, Mato Grosso do
Sul, Mato Grosso, Rondonia, Acre and the Federal District.
R. USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with
Brazilian and US GAAP requires management to make estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the period reported.
Actual results could differ from those estimates.
F-12
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
S. MINORITY INTERESTS
Minority interests reflected in the consolidated statements of financial
condition at December 31, 1996 and 1997 and in the consolidated statements of
revenues and expenses for the years ended December 31, 1995, 1996 and 1997
relate to the interests of shareholders other than Telebras in Telegoias,
Telems, Telemat, Teleron, Teleacre and Telebrasilia.
4. OPERATING REVENUE FROM CELLULAR TELECOMMUNICATIONS SERVICES
<TABLE>
<CAPTION>
1995 1996 1997
------- ------- --------
<S> <C> <C> <C>
Monthly subscription charges................... 50,425 98,268 141,374
Activation fees................................ 14,108 52,130 31,406
Usage charges.................................. 86,575 153,626 260,117
Network usage charges.......................... 35,439 58,093 107,967
Other.......................................... 6,834 8,413 8,845
------- ------- --------
Total gross operating revenue.................. 193,381 370,530 549,709
Value added and other indirect taxes........... (38,959) (72,212) (111,440)
------- ------- --------
Net operating revenue from cellular
telecommunications services................... 154,422 298,318 438,269
======= ======= ========
</TABLE>
There are, excluding Telegoias, Telems, Telemat, Teleron, Teleacre and
Telebrasilia, no customers who contribute more than 5% of gross operating
revenues.
5. COST OF SERVICES
<TABLE>
<CAPTION>
1995 1996 1997
------ ------- -------
<S> <C> <C> <C>
Depreciation and amortization......................... 16,284 28,764 44,596
Personnel............................................. 1,062 1,723 3,881
Materials and services................................ 13,973 24,250 57,527
Fixed-line network expenses........................... 23,887 44,272 60,476
Fiscal tax............................................ 948 704 9,483
Other................................................. 3,504 4,876 7,766
------ ------- -------
59,658 104,589 183,729
====== ======= =======
</TABLE>
6. OTHER NET OPERATING INCOME (EXPENSE)
<TABLE>
<CAPTION>
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Research and development............................. (1,202) (1,939) (2,241)
Taxes other than income tax.......................... (1) (129) (171)
Contingencies........................................ (228) 14 (609)
Fines and expenses recovered......................... 3,804 6,518 4,421
Gain (losses) on non-monetary items.................. (1,083) (1,350) 2,154
Other................................................ 232 (139) 58
------ ------ ------
1,522 2,975 3,612
====== ====== ======
</TABLE>
7. INCOME AND SOCIAL CONTRIBUTION TAXES
Brazilian income taxes comprise federal income tax and social contribution
tax. In 1995, 1996 and 1997 the statutory rates for income tax were 43%, 25%
and 25%, respectively, and for social contribution tax were 9.09%,
F-13
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
7.41% and 8.00%, respectively. As a result of legislation enacted in 1996, the
social contribution tax in 1997 was no longer deductible from its own
computation base. The changes produced a combined statutory rate of 48.18%,
30.56% and 33.00% in 1995, 1996 and 1997, respectively.
Income tax and social contribution tax expenses have not been included in
the consolidated statements of revenues and expenses as a result of interest
income and unallocated interest expenses of the cellular telecommunications
businesses not being identified and segregated from Telegoias, Telems,
Telemat, Teleacre and Telebrasilia, resulting in an incomplete presentation of
income before taxes.
8. CASH FLOW INFORMATION
<TABLE>
<CAPTION>
1995 1996 1997
----- ----- -----
<S> <C> <C> <C>
Interest paid.............................................. 2,967 7,471 4,799
Cash paid against provisions for contingencies............. 3 34 11
</TABLE>
9. CASH AND CASH EQUIVALENTS
As of December 31, 1997 the Companies were allocated R$39,307 of which
R$39,037 related to an interest bearing deposit with Banco do Brasil S.A., a
government-controlled entity.
10. TRADE ACCOUNTS RECEIVABLE, NET
<TABLE>
<CAPTION>
1996 1997
------ -------
<S> <C> <C>
Accrued amounts............................................. 8,192 19,403
Billed amounts.............................................. 38,786 63,869
Allowance for doubtful accounts............................. (1,228) (22,356)
------ -------
45,750 60,916
====== =======
</TABLE>
The changes in the allowance for doubtful accounts were as follows:
<TABLE>
<CAPTION>
1995 1996 1997
----- ------ ------
<S> <C> <C> <C>
Beginning balance..................................... 97 723 1,228
Provision charged to selling expense.................. 1,402 3,081 30,318
Write-offs............................................ (776) (2,576) (9,190)
----- ------ ------
Ending balance........................................ 723 1,228 22,356
===== ====== ======
</TABLE>
11. OTHER ASSETS
<TABLE>
<CAPTION>
1996 1997
---- -----
<S> <C> <C>
Prepayments....................................................... 18 68
Maintenance stocks................................................ 76 1,424
Recoverable advances.............................................. 281 284
Other............................................................. 36 79
--- -----
411 1,855
=== =====
</TABLE>
F-14
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
12. PROPERTY, PLANT AND EQUIPMENT, NET
A. COMPOSITION:
<TABLE>
<CAPTION>
1996 1997
------- --------
<S> <C> <C>
Construction-in-progress.................................. 134,313 93,021
Automatic switching equipment............................. 63,979 79,980
Transmission and other equipment.......................... 352,772 456,239
Buildings................................................. 14,963 24,266
Other assets.............................................. 27,329 39,482
------- --------
Total cost................................................ 593,356 692,988
Accumulated depreciation.................................. (69,877) (115,190)
------- --------
Property, plant and equipment, net........................ 523,479 577,798
======= ========
</TABLE>
Within "Other assets" the book value of land is R$1,154 and R$3,088 as of
December 31, 1996 and 1997, respectively.
B. DEPRECIATION RATES
The annual depreciation rates applied to property, plant and equipment are as
follows:
<TABLE>
<CAPTION>
%
----------
<S> <C>
Automatic switching equipment..................................... 7.69
Transmission and other equipment.................................. 10.00
Buildings......................................................... 4.00
Other assets (excluding land)..................................... 5.00-20.00
</TABLE>
C. RENTALS
The Companies rent equipment and premises through a number of operating
agreements that expire at different dates. Total annual rent expense under
these agreements was as follows:
<TABLE>
<CAPTION>
1995 1996 1997
----- ----- -----
<S> <C> <C> <C>
Rent expense............................................... 3,998 5,530 8,503
===== ===== =====
</TABLE>
Rental commitments relate primarily to facilities where the future minimum
rental payments under leases with remaining noncancelable terms in excess of
one year are:
<TABLE>
<S> <C>
Year ending December 31,
1998............................................................... 8,320
1999............................................................... 9,521
2000............................................................... 9,930
2001............................................................... 10,607
2002............................................................... 10,983
2003 and thereafter................................................ 23,393
------
Total minimum payments............................................. 72,754
======
</TABLE>
F-15
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
13. PAYROLL AND RELATED ACCRUALS
<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C> <C>
Wages and salaries......................................... 468 186
Accrued social security charges............................ 1,090 885
Accrued benefits........................................... 570 165
------ ------
2,128 1,236
====== ======
14. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
<CAPTION>
1996 1997
------ ------
<S> <C> <C> <C>
Amounts payable to suppliers............................... 37,812 10,776
Other payables and accrued expenses........................ 398 1,876
------ ------
38,210 12,652
====== ======
15. TAXES OTHER THAN INCOME TAXES
<CAPTION>
1996 1997
------ ------
<S> <C> <C> <C>
Value-added taxes.......................................... 9,034 2,919
Other indirect taxes on operating revenues................. 1,239 --
------ ------
10,273 2,919
====== ======
All taxes payable at December 31, 1997, which are related to revenues (ICMS,
PASEP, COFINS), except for the amount related to taxes on unbilled revenues,
remained with Telegoias, Telems, Telemat, Teleron, Teleacre, and Telebrasilia
when the assets and liabilities of the business were transferred to the
Companies, because Telegoias, Telems, Telemat, Teleron, Teleacre, and
Telebrasilia have legal responsibility for their payment.
16. LOANS AND FINANCING
<CAPTION>
1996 1997
------ ------
<S> <C> <C> <C>
Loans with Telebras........................................ 52,245 39,542
Accrued interest........................................... 1,124 366
------ ------ ---
53,369 39,908
====== ====== ===
Current.................................................... 14,271 9,568
Noncurrent................................................. 39,098 30,340
</TABLE>
A. COMPOSITION
Loans as at December 31, 1997 are payable to Telebras primarily in semi-
annual installments. Amounts totaling R$35,619 bear interest at between LIBOR
+ 1% and 1.5% per annum. The LIBOR rate at December 31, 1997 was 5.85% per
annum. Amounts totaling R$4,078 bear interest at 11.55% per annum and an
amount of R$211 bears interest at IGP-M plus 1.4% per annum. All loans are
denominated in US dollars. The Companies do not hedge their foreign currency
liabilities.
F-16
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
B. REPAYMENT SCHEDULE
Loans with Telebras are scheduled to be repaid as follows:
<TABLE>
<S> <C>
1999.................................................................. 9,055
2000.................................................................. 9,055
2001.................................................................. 8,380
2002.................................................................. 3,850
------
Total................................................................. 30,340
======
</TABLE>
C. CURRENCY ANALYSIS
The total debt is denominated in the following currency:
<TABLE>
<CAPTION>
EXCHANGE RATE AT
DECEMBER 31, 1997 1996 1997
----------------------- ------ ------
(UNITS OF ONE BRAZILIAN
REAL)
<S> <C> <C> <C>
US dollar.............................. 1.1164 49,820 39,697
Brazilian Reais........................ 1.0000 3,549 211
</TABLE>
- --------
The Companies do not hedge their foreign denominated debt.
17. PROVISION FOR CONTINGENCIES
Provisions for contingent liabilities were as follows:
<TABLE>
<CAPTION>
1996 1997
---- -----
<S> <C> <C>
Labor claims.................................................... 4 821
Civil claims.................................................... 220 270
--- -----
224 1,091
=== =====
Current......................................................... 224 710
Noncurrent...................................................... -- 381
</TABLE>
Labor and civil claims
The provision for labor and civil claims are management's estimates of the
most probable losses in relation to various suits filed by current and former
employees and by suppliers.
Potential litigation
Telebras, Telegoias, Telems, Telemat, Teleron, Teleacre and Telebrasilia,
the legal predecessors of the Holding Company and Telegoias Celular S.A.,
Telems Celular S.A., Telemat Celular S.A., Teleron Celular S.A., Teleacre
Celular S.A. and Telebrasilia Celular S.A., respectively, are defendants in a
number of legal proceedings and subject to certain other claims and
contingencies. Liability for any claims arising out of acts committed by
Telegoias, Telems, Telemat, Teleron, Teleacre and Telebrasilia prior to the
effective date of the spin-off of Telegoias's, Telems's, Telemat's, Teleron's,
Teleacre's and Telebrasilia's cellular assets and liabilities to the
F-17
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
Companies remains with Telegoias, Telems, Telemat, Teleron, Teleacre and
Telebrasilia, except for those liabilities for which specific accounting
provisions have been assigned to the Companies. Any claims against Telegoias,
Telems, Telemat, Teleron, Teleacre and Telebrasilia which are not met by
Telegoias, Telems, Telemat, Teleron, Teleacre and Telebrasilia could result in
claims against the Companies to the extent that Telegoias, Telems, Telemat,
Teleron, Teleacre and Telebrasilia have received assets which might have been
used to settle those claims had they not been spun off from Telegoias, Telems,
Telemat, Teleron, Teleacre and Telebrasilia. Under the terms of the breakup of
Telebras, liability for any claims arising out of acts committed by Telebras
prior to the effective date of the breakup remains with Telebras, except for
labor and tax claims (in which case Telebras and the new Holding Company are
jointly and severally liable) and any liability for which specific accounting
provisions have been assigned to the Holding Company. Creditors of Telebras
may challenge this allocation of liability. Management believes that the
chances of any claims materializing and having a material adverse financial
effect on the Companies and/or the Holding Company are remote and, therefore,
no provision is made.
Taxes--ICMS on activation fees and other services
On June 19, 1998 the secretaries of the treasury of the individual Brazilian
states approved an agreement to interpret existing Brazilian tax law to
broaden the application of the ICMS (Imposto sobre Circulacao de Mercadorias e
Servicos), a state value-added tax, to cover not only telecommunications
services, but also other services including cellular activation, which had not
been previously subject to such tax. Pursuant to this new interpretation of
tax law, the ICMS tax may be applied retroactively for such services rendered
during the last five years.
The Company believes that the attempt by the state treasury secretaries to
extend the scope of ICMS tax to services which are supplementary to basic
telecommunications services is unlawful because: (i) the state secretaries
acted beyond the scope of their authority; (ii) their interpretation would
subject certain services to taxation which are not considered
telecommunications services; and (iii) new taxes may not be applied
retroactively. In addition, the Company believes that the predecessor
companies, Telegoias, Telems, Telemat, Teleron, Teleacre and Telebrasilia, the
legal predecessors of the Company, would be liable for any payments made in
connection with any claim arising out of the retroactive application of the
ICMS tax on activation fees for periods prior to 1998. No provision for such
taxes has been made in the accompanying consolidated financial statements as
the Company does not believe it is probable that such taxes will be payable
for services rendered during the last five years.
There can be no assurance that the Company will prevail in its position that
the new interpretation by the state treasury secretaries is unlawful. If the
ICMS tax were applied retroactively to activation fees earned during the past
five years, it would give rise to a maximum liability estimated at R$76,000.
If the ICMS tax were applied retroactively to activation fees earned by the
Company's subsidiaries since its inception on January 5, 1998, it could have a
material negative impact on the financial condition and results of operations
of the Company subsequent to January 5, 1998.
18. PROVISION FOR PENSIONS
The Companies participate in multi-employer defined benefit pension plan and
other post-retirement benefit plans managed by the Fundacao Telebras de
Seguridade Social ("Sistel").
F-18
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
Approximately 99% of the Companies' employees are covered by these plans.
The Companies contributed and charged to expense R$460, R$669 and R$1,005
during 1995, 1996 and 1997, respectively, in respect of pension fund
contributions. Information from the plans' administrators is not available to
permit the Companies to determine their share of unfunded vested benefits, if
any. Management has no intention of withdrawing from these plans, nor is there
any intention to terminate the plans. As members of multi-employer plans, the
Companies' contributions are not segregated in separate accounts or restricted
to provide benefits only to employees of the Companies. The Companies are also
contingently liable for the total obligations of the plans.
The pension benefit is generally defined as the difference between (i) 90%
of the retiree's average salary during the last 36 months indexed to the date
of retirement and (ii) the value of the retirement pension paid by the
Brazilian social security system. For retired employees the initial pension
payment is subsequently adjusted upwards to recognize cost of living increases
and productivity awards granted to active employees. In addition to the
pension supplements, post-retirement health care and life insurance benefits
are provided to eligible pensioners and their dependents.
Contributions to the plans are based on actuarial studies prepared by
independent actuaries under Brazilian regulations. The actuarial studies are
revised periodically to identify whether adjustments to the contributions are
necessary. A summary relating to the overall Sistel plan, in compliance with
accounting principles generally accepted in Brazil, is as follows:
<TABLE>
<CAPTION>
1996 1997
--------- ---------
<S> <C> <C>
Accumulated pension and other post-retirement benefit
obligations.......................................... 3,235,223 3,775,898
Other obligations................................... 244,724 255,751
--------- ---------
Total obligations................................... 3,479,947 4,031,649
========= =========
Combined plan assets:
Interest bearing deposits........................... 1,849,298 1,714,153
Stocks and shares................................... 1,548,629 2,360,786
Investment properties............................... 376,805 363,305
Loans to beneficiaries.............................. 115,921 123,428
Other investments................................... 56,229 52,195
--------- ---------
Total plan assets................................... 3,946,882 4,613,867
--------- ---------
Excess of total plan assets over total obligations.. 466,935 582,218
========= =========
</TABLE>
19. TRANSACTIONS WITH RELATED PARTIES
The principal related party transactions take place with Empresa Brasileira
de Telecomunicacoes S.A. ("Embratel") a subsidiary of Telebras, with respect
to long-distance cellular telecommunications and with Telegoias, Telems,
Telemat, Teleron, Teleacre and Telebrasilia with respect to use of their
communications network.
The Companies have operating agreements with Embratel, which define usage
charge fees for inter- or intrastate long-distance or international telephone
calls with origin or destination in the area specified by the
telecommunications concessions granted to the Companies by the Federal
Government.
F-19
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
Interconnection agreements with Telegoias, Telems, Telemat, Teleron,
Teleacre and Telebrasilia define the network charges when cellular
telecommunications takes place using their equipment.
Agreements for automatic roaming have been entered into with the other seven
Band A operators in Brazil, belonging to the Telebras group.
The Companies are responsible for billing cellular subscribers for long-
distance calls and collecting payments owed to other cellular and fixed-line
carriers. The collection for outgoing calls is the responsibility of the
Companies and the collection for incoming calls is the responsibility of the
originating telephone company. After the collection cycle is complete, the
Companies and the regional fixed-line and cellular companies jointly reconcile
the amounts collected against the amounts, if any, transferred to each party,
and pay the net amounts outstanding to the appropriate parties, including the
long-distance portion of the charges to Embratel.
Until the breakup of Telebras, Telegoias, Telems, Telemat, Teleron, Teleacre
and Telebrasilia and the other companies of the Telebras System each
contributed to the research and development center operated by Telebras
(Centro de Pesquisa e Desenvolvimento da Telebras).
Following the breakup of Telebras, the research and development center will
become a private, independently administered foundation financed by
contributions from the New Holding Companies resulting from the breakup.
Pursuant to a three year contract signed in May 1998 between the foundation
and the Companies, the Companies are obligated to contribute a maximum of
R$1,776 to the research and development center during the three years ending
May 2001. The actual amount spent in a given year may be adjusted downward at
the option of the foundation.
Additionally, Telebras charges a 1% per annum administration fee on the
allocation to the Companies of debt originally contracted by Telebras.
Telebras has also charged interest on the loan of its own funds at a rate
which is currently 1% plus the indexation of the principal in accordance with
the variation of the IGP-M inflation index.
A summary of the balances and transactions with these related parties is as
follows:
<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Current assets:
Accounts receivable.......................................... 2,252 2,712
Current liabilities:
Loans and financing.......................................... 14,271 9,568
Accounts payable and accrued expenses........................ 2,173 2,178
Non current liabilities:
Loans and financing.......................................... 39,098 30,340
</TABLE>
<TABLE>
<CAPTION>
1995 1996 1997
------ ------ -------
<S> <C> <C> <C>
Net operating revenue from cellular
telecommunications services........................ 36,358 59,371 110,412
Cost of services.................................... 39,769 71,660 121,700
Operating expenses.................................. 16,740 27,144 44,342
Interest expense.................................... 1,480 3,596 3,724
</TABLE>
F-20
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
Other related parties are Federal, State and Municipal Governments. Revenues
from telephone calls made by government bodies and related organizations have
not been included above because details of the type of telephone users were
not maintained by the Companies.
The Companies believe that, except for interest income, unallocated interest
expense and taxes, all the costs of doing business are reflected in the
consolidated financial statements and that no additional amounts should be
added to the consolidated financial statements as a result of the cessation of
the activities previously performed by Telebras.
20. COMMITMENTS
At December 31, 1997 the Companies had the following capital expenditure
commitments:
<TABLE>
<CAPTION>
EXPECTED YEAR OF EXPENDITURE
----------------------------
<S> <C>
1998............................................................... 103,404
</TABLE>
These commitments relate to the continuing expansion and modernization of
the cellular system, information technology, transmission equipment and the
messaging system.
21. INSURANCE
At December 31, 1997, in the opinion of management, all significant and high
risk assets and obligations were insured.
22. FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
Estimated fair values of the Companies' financial assets and liabilities
have been determined using available market information and appropriate
valuation methodologies. However, considerable judgment was required in
interpreting market data to produce the estimated fair values. Accordingly,
the estimates presented below are not necessarily indicative of the amounts
that could be realized in a current market exchange. The use of different
market assumptions and/or estimation methodologies may have a material effect
on the estimated fair values.
The fair value information as of December 31, 1996 and 1997 presented below
is based on pertinent information available to management as of those dates.
Although management is not aware of any factors that would significantly
affect the estimated fair value amounts at December 31, 1996, such amounts
have been fully indexed to December 31, 1997 and current estimates of fair
values may differ significantly from the amounts shown.
Where no comparison of book versus fair value is presented for a financial
asset or liability line item in the schedule below, no significant difference
in values is believed to exist.
<TABLE>
<CAPTION>
1996 1996 1997 1997
BOOK FAIR BOOK FAIR
VALUE VALUE VALUE VALUE
------ ------ ------ ------
<S> <C> <C> <C> <C>
Deferred income tax liabilities.................. 11,519 7,449 28,239 19,657
Loans............................................ 53,369 53,646 39,908 40,046
</TABLE>
F-21
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
Cash, cash equivalents, trade accounts receivable, other current assets,
accounts payable and accrued expenses
The carrying value of cash, cash equivalents, trade accounts receivable,
other current assets, accounts payable and accrued expenses are a reasonable
estimate of their fair value. Cash equivalents are represented principally by
short-term investments, their fair values, and that of other short-term
investments and bank deposits not meeting the definition of cash equivalents,
were estimated using rates currently offered for deposits of similar
maturities.
Loans and financing
Interest rates that are currently available to the Companies for issuance of
debt with similar terms and maturities were used to estimate fair value.
23. EVENTS SUBSEQUENT TO DECEMBER 31, 1997
A. INCORPORATION OF TELEGOIAS CELULAR S.A., TELEMS CELULAR S.A., TELEMAT
CELULAR S.A., TELERON CELULAR S.A., TELEACRE CELULAR S.A. AND TELEBRASILIA
CELULAR S.A.
At December 31, 1997, Telebras, through its operating subsidiaries, was the
principal supplier of public telecommunications services in Brazil, which
included being the leading provider of cellular mobile telecommunications
services. On January 30, 1998, as part of a spin-off of cellular
telecommunications businesses by all of Telebras' subsidiaries, Telegoias,
Telems, Telemat, Teleron, Teleacre and Telebrasilia spun off the assets and
liabilities as of January 1, 1998 of their cellular telecommunications
businesses into six separate companies. These new companies, called "Telegoias
Celular S.A.", "Telems Celular S.A.", "Telemat Celular S.A.", "Teleron Celular
S.A.", "Teleacre Celular S.A." and "Telebrasilia Celular S.A.", were
incorporated on January 5, 1998.
B. INCORPORATION OF TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
On May 22, 1998 the shareholders of Telebras approved Telebras' division
into the New Holding Companies using a procedure under Brazilian corporate law
called a cisao, whereby existing shareholders received shares in the New
Holding Companies in proportion to their holdings in Telebras. The New Holding
Companies contain the assets and liabilities previously recorded in the
accounts of Telebras, except for the following which will remain on the books
of Telebras and not be allocated to the New Holding Companies.
. approximately R$98,000 of net assets which have been attributed to a
newly constituted research foundation that will take over the activities
previously performed by the Telebras Campinas Research and Development
Center; and,
. approximately R$370,000 of net assets that will provide the funds
required to liquidate Telebras, including approximately R$132,000 of
retroactive dividends to be paid to the holders of new shares issued in
April 1998, as a result of the resolution of disputed the capital
increase of 1990, approximately R$50,000 of indemnity payments to
employees and approximately R$87,000 of expenses arising out of the
privatization process.
In addition to approving the allocation of assets and liabilities to the New
Holding Companies at the May 22, 1998 meeting, the shareholders also approved
a specific structure for the shareholders' equity of each New Holding Company,
which included an allocation of a portion of the retained earnings of
Telebras. Consequently,
F-22
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
the amounts of the balances of capital, reserves and retained earnings,
together with the corresponding assets and liabilities for the formation of
Tele Centro Oeste Celular Participacoes S.A were established. After Telebras
retained within its own shareholders' equity sufficient retained earnings from
which to pay dividends on its 1997 earnings and in settlement of dividends as
a result of settlement of the 1990 disputed share increase, Telebras allocated
to each New Holding Company the balance of its retained earnings in proportion
to the allocated total net assets. This value of allocated retained earnings
does not represent the historical retained earnings of the holding companies.
The assets which were spun-off from Telebras, in addition to its investment in
the operating subsidiaries, resulted in an increase of R$16,054 in relation to
the Company's historical divisional equity. These values are shown in the
"Spin-off from Telebras" column in the following table. The first column
summarizes the December 31, 1997 consolidated historical balances of the
Companies, and the "Holding Company Consolidated Statement" column summarizes
the consolidated balance sheet of Tele Centro Oeste Celular Participacoes S.A.
after the spin-off.
As a result of the legal structure of the spin-off and as allowed under
Brazilian GAAP, a company formed as a result of a cisao will have such
retained earnings in its balance sheet as the parent company shareholders'
resolution adopting the cisao allocates from the parent company to the new
company. Accordingly, upon formation, Tele Centro Oeste Celular Participacoes
S.A.'s legal capital structure was defined by the resolutions approved by the
Telebras shareholders' meeting of May 22, 1998 so that its shareholders'
equity of R$530,602 includes retained earnings of R$338,538. The allocated
retained earnings and future retained earnings will be the basis from which
future dividends will be payable.
F-23
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
The "Adjustments and Eliminations" columns includes (i) the elimination of
the Telebras investment in the Companies and (ii) the elimination of
intercompany loans, payable and receivables.
<TABLE>
<CAPTION>
DECEMBER 31, HOLDING
1997 SPIN OFF ADJUSTMENTS COMPANY
HISTORICAL FROM AND CONSOLIDATED
BALANCES TELEBRAS ELIMINATION STATEMENT
------------ -------- ----------- ------------
<S> <C> <C> <C> <C>
Assets:
Cash and cash equiva-
lents.................... 39,307 15,542 -- 54,849
Intercompany receivables.. -- 330 (330) --
Other current assets...... 71,556 -- -- 71,556
------- ------- -------- -------
Total current assets...... 110,863 15,872 (330) 126,405
Intercompany receivables.. -- 182 (182) --
Other noncurrent assets... 1,394 -- -- 1,394
Investments in subsidiar-
ies...................... -- 514,548 (514,548) --
Property, plant and equip-
ment, net................ 577,798 -- -- 577,798
------- ------- -------- -------
Total permanent assets.... 577,798 514,548 (514,548) 577,798
------- ------- -------- -------
Total assets.............. 690,055 530,602 (515,060) 705,597
======= ======= ======== =======
Liabilities:
Total current liabili-
ties..................... 31,500 -- (330) 31,170
------- ------- -------- -------
Loans and financing....... 30,340 -- (182) 30,158
Other..................... 26,993 -- -- 26,993
------- ------- -------- -------
Total noncurrent liabili-
ties..................... 57,333 -- (182) 57,151
Minority interests........ 86,674 -- -- 86,674
------- ------- -------- -------
Divisional equity......... 514,548 -- (514,548) --
Share capital............. -- 152,073 -- 152,073
Capital reserves.......... -- 39,991 -- 39,991
Retained earnings......... -- 338,538 -- 338,538
------- ------- -------- -------
Total shareholders' equi-
ty....................... 514,548 530,602 (514,548) 530,602
------- ------- -------- -------
Total liabilities and
shareholders' equity..... 690,055 530,602 (515,060) 705,597
======= ======= ======== =======
</TABLE>
The formation of the Holding Company and of Telegoias Celular S.A., Telems
Celular S.A., Telemat Celular S.A., Teleron Celular S.A., Teleacre Celular
S.A. and Telebrasilia Celular S.A. has been accounted for as a reorganization
of entities under common control in a manner similar to a pooling of
interests. Brazilian corporate and tax law allows state controlled companies
that are participating in the government's privatization program a three month
delay between the accounting base date for a spin-off and the date on which
the shareholders' meeting approves the spin-off, including the related
accounting basis for the net assets spun off. Furthermore, as allowed by
Brazilian corporate law, the amount shown in the "Spin off from Telebras"
column as "Investment in subsidiaries" was determined based on the balance
sheets of those subsidiaries as of December 31, 1997. As a result, the
consolidated financial statements of the Holding Company will include the
results of operations and changes in financial condition of the subsidiaries
from January 1, 1998 and the effects of the cash allocated from Telebras as of
March 1, 1998.
F-24
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
Capital
The capital stock of Tele Centro Oeste Celular Participacoes S.A. is
comprised of preferred shares and common shares, all without par value. At May
22, 1998, there were 210,029,997 thousand outstanding preferred shares
(inclusive of 13,718,350 thousand preferred shares resulting from the
settlement in April 1998 with Telebras as discussed below) and 124,351,903
thousand outstanding common shares (net of 17,128 thousand shares of
treasury). The capital may be increased only by a decision taken at a
shareholders' meeting or by the Board of Directors in connection with the
capitalization of profits or reserves previously allocated to capital
increases at a shareholders' meeting.
The preferred shares are non-voting except under limited circumstances and
are entitled to a preferential, noncumulative dividend and to priority over
the common shares in the case of liquidation of Tele Centro Oeste Celular
Participacoes S.A.
Under the Brazilian Corporation Law, the number of non-voting shares or
shares with limited voting rights, such as the preferred shares, may not
exceed two-thirds of the total number of shares.
On June 7, 1990, the Board of Directors of Telebras authorized an increase
in Telebras share capital by public offer. During the offer period the CVM
initiated an investigation as to whether Brazilian securities law and
regulations regarding the correct pricing of the new shares issued had been
violated, because the shares were issued at a discount to equity value per
share. After its investigation the CVM notified the Federal Prosecutor's
Office that it believed no violation occurred since the price was established
in line with market prices for Telebras' shares traded on the Brazilian stock
exchanges. Nevertheless, the Federal Prosecutor decided to pursue the issue
through judicial channels. In April 1998, resolution was reached on the
disputed Telebras capital increase of 1990. In connection with the resolution
Telebras issued 13,718,350 thousand shares of preferred stock.
Dividends
Pursuant to its by-laws, Tele Centro Oeste Celular Participacoes S.A. is
required to distribute as dividends in respect of each fiscal year ending on
December 31, to the extent amounts are available for distribution, an
aggregate amount equal to at least 25% of Adjusted Net Income (as defined
below) on such date. The annual dividend distributed to holders of preferred
shares (the "Preferred Dividend") has priority in the allocation of Adjusted
Net Income. Remaining amounts to be distributed are allocated first to the
payment of a dividend to holders of common shares in an amount equal to the
Preferred Dividend and the remainder is distributed equally among holders of
preferred shares and common shares.
For the purposes of the Brazilian Corporation Law, and in accordance with
Tele Centro Oeste Celular Participacoes S.A.'s by-laws, the "Adjusted Net
Income" is an amount equal to Tele Centro Oeste Celular Participacoes S.A.'s
net profits adjusted to reflect allocations to or from (i) the statutory
reserve, (ii) a contingency reserve for anticipated losses, if any, and (iii)
an unrealized revenue reserve, if any.
C. CHANGE IN CONTROL (UNAUDITED)
On July 29, 1998, the Federal Government sold to twelve buyers (the "New
Controlling Shareholders") its rights to receive shares of the twelve New
Holding Companies upon the distribution of such shares. In connection with
this sale, the Federal Government assigned to the New Controlling Shareholders
substantially all its economic and voting rights with respect to the New
Holding Companies and, as a consequence, effective August 4, 1998 the New
Controlling Shareholders control the New Holding Companies.
F-25
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
24. SUMMARY OF THE DIFFERENCES BETWEEN BRAZILIAN AND US GAAP
The Companies' accounting policies comply with generally accepted accounting
principles in Brazil ("Brazilian GAAP"). Accounting policies which differ
significantly from generally accepted accounting principles in the United
States of America ("US GAAP") are described below:
A. DIFFERENT CRITERIA FOR CAPITALIZING AND AMORTIZING CAPITALIZED INTEREST
Until December 31, 1993 capitalized interest was not added to the individual
assets in property, plant and equipment, instead it was capitalized separately
and amortized over a time period different from the useful lives of the
related assets. Under US GAAP, capitalized interest is added to the individual
assets and is amortized over their useful lives. Also, under Brazilian GAAP as
applied to companies in the telecommunications industry, interest attributable
to construction-in-progress is computed at a rate of 12% per annum of the
balance of construction-in-progress and that part which relates to interest on
third party loans is credited to interest expense based on actual interest
costs, with the balance relating to own capital being credited to capital
reserves.
Under US GAAP, in accordance with the provisions of Statement of Financial
Accounting Standard ("SFAS") No. 34 "Capitalization of Interest Costs",
interest incurred on borrowings is capitalized to the extent that borrowings
do not exceed construction-in-progress. The credit is a reduction of interest
expense. Under US GAAP, the amount of interest capitalized excludes the
monetary gain associated with the borrowing and the foreign exchange gains and
losses on foreign currency borrowings.
The effects of these different criteria for capitalizing and amortizing
capitalized interest are presented below:
<TABLE>
<CAPTION>
1996 1997
------- -------
<S> <C> <C>
CAPITALIZED INTEREST DIFFERENCE
US GAAP capitalized interest:
Interest which would have been capitalized and credited
to income (Being interest incurred on loans from the
Companies' parent and from third parties, except in
years where total loans exceeded total construction-
in-progress, when capitalized interest is reduced
proportionately)...................................... 3,115 5,122
Less Brazilian GAAP capitalized interest:
Interest capitalized and credited to income (Up to the
limit of interest incurred on loans obtained for
financing capital investments)........................ (1,010) (1,004)
Interest capitalized and credited to reserves......... (15,482) (17,673)
------- -------
US GAAP Difference.................................... (13,377) (13,555)
======= =======
Amortization of capitalized interest difference
Amortization under Brazilian GAAP...................... 1,588 2,597
Less amortization under US GAAP........................ (640) (928)
------- -------
US GAAP Difference..................................... 948 1,669
======= =======
</TABLE>
B. PENSION AND OTHER POST-RETIREMENT BENEFITS
The Companies participate in multi-employer benefit plans that are operated
and administered by Sistel and provide for the costs of pension and other
post-retirement benefits based on a fixed percentage of remuneration, as
recommended annually by independent actuaries. Note 25 shows the funded status
of Sistel. The provisions
F-26
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
of SFAS 87 "Employer's Accounting for Pensions," for the purposes of
calculating the funded status, were applied with effect from January 1, 1992
because it was not feasible to apply them from the effective date specified in
the standard.
C. DISCLOSURE REQUIREMENTS
US GAAP disclosure requirements differ from those required by Brazilian
GAAP. However, in these consolidated financial statements, the level of
disclosure has been expanded to comply with US GAAP.
D. INTEREST EXPENSE
Brazilian GAAP requires interest to be shown as part of operating income.
Under US GAAP interest expense would be shown after operating income and
accrued interest would be included in accounts payable and accrued expenses.
E. EMPLOYEES' PROFIT SHARE
Brazilian GAAP requires employees' profit share to be shown as an
appropriation of net income for the year. Under US GAAP employee profit
sharing would be included as an expense in arriving at operating income.
F. PERMANENT ASSETS
Brazilian GAAP has a class of assets called permanent assets. This is the
collective name for all assets on which indexation adjustments were calculated
in the corporate and fiscal law accounts of Brazilian companies. Under US GAAP
the assets in this classification would be noncurrent assets.
G. PRICE-LEVEL ADJUSTMENTS AND US GAAP PRESENTATION
The effects of price-level adjustments have not been eliminated in the
reconciliation to US GAAP nor are the monetary gains or losses associated with
the various US GAAP adjustments separately identified, because the application
of inflation restatement as measured by the UFIR and the IGP-M represents a
comprehensive measure of the effects of price level changes in the Brazilian
economy and, as such, is considered a more meaningful presentation than
historical cost-based financial reporting for both Brazilian and US accounting
purposes.
H. ITEMS POSTED DIRECTLY TO DIVISIONAL EQUITY
Under Brazilian GAAP various items are posted directly to divisional equity,
which under US GAAP would be posted to the consolidated statements of revenues
and expenses. An example is capitalized interest. The posting of such items to
divisional equity gives rise to adjustments in the consolidated statement of
changes in divisional equity. Since the original postings to the equity
accounts would, under US GAAP, be made directly to the consolidated statements
of revenues and expenses, the adjustment is included in the reconciliation of
the income differences between US and Brazilian GAAP.
I. INCOME TAXES
The Companies have not presented income taxes since the consolidated
financial statements do not include interest income and unallocated interest
expense as a result of nonspecific cash and debt not being allocated from
F-27
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
Telegoias, Telems, Telemat, Teleron, Teleacre and Telebrasilia. However, for
Brazilian GAAP, the deferred tax charges relating to the deferred income tax
effects of indexation adjustments for 1996 and 1997, as described in Note
2(a)(iii), are recorded directly against divisional equity.
J. EARNINGS PER SHARE
Earnings per share has not been presented for Brazilian GAAP as the capital
structure of the Holding Company was not in place at December 31, 1997.
Earnings per share has not been presented for US GAAP as the consolidated
statements of revenues and expenses exclude interest income, unallocated
interest expenses and income taxes as a result of nonspecific cash and debt
not being allocated from Telegoias, Telems, Telemat, Teleron, Teleacre and
Telebrasilia.
K. DEFERRED TAXES
The deferred income tax liability arising out of the indexation of permanent
assets of R$11,519 in 1996 and R$16,720 in 1997 was charged directly to
divisional equity in accordance with Brazilian GAAP, whereas for US GAAP the
charge would be to income for the year. This adjustment has not been reflected
in US GAAP income as noted in Note 24(i). Additionally, the tax effects of the
US GAAP adjustments of R$2,198 and R$1,354 in 1996 and 1997, respectively, are
not included in the reconciliation of income differences between US and
Brazilian GAAP.
L. VALUATION OF LONG-LIVED ASSETS
For US GAAP, effective January 1, 1996 the Companies adopted SFAS No 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of." In accordance with this standard, the Companies
periodically evaluate the carrying value of long-lived assets to be held and
used, when events and circumstances warrant such a review. The carrying value
of long-lived assets is considered impaired when the anticipated undiscounted
cash flow from such assets is separately identifiable and is less then their
carrying value. In that event, a loss is recognized based on the amount by
which the carrying value exceeds the fair market value of the assets. The
adoption of this standard did not have a material effect on the Companies'
results or financial condition.
Brazilian GAAP does not require cash flow computations in order to determine
potential asset impairment.
M. RETAINED EARNINGS
For Brazilian GAAP, a company formed as a result of a cisao may have
retained earnings in its balance sheet if the parent company shareholders'
resolution adopting the cisao allocates retained earnings from the parent
company to the new company. Under US GAAP, "retained earnings" allocated in
the cisao would not be considered historical retained earnings as such amount
would represent capital allocated from the parent company and would be
described as "distributable capital." As a result of the May 22, 1998 spin-
off, the Company will have US GAAP distributable capital of R$338,538.
N. REVENUE RECOGNITION
Until December 31, 1997, under both Brazilian and US GAAP, revenues from
activation fees were recognized upon activation of a customer's services.
Under US GAAP, effective January 1, 1998, net revenues from activation fees
will be deferred and amortized over the estimated effective contract life.
F-28
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
RECONCILIATION OF THE INCOME DIFFERENCES BETWEEN US AND BRAZILIAN GAAP
<TABLE>
<CAPTION>
1996 1997
------- -------
<S> <C> <C>
Income before interest income, unallocated interest
expense and taxes as reported.......................... 139,843 143,779
Add (deduct):
Different criteria for determining:
Capitalized interest................................ (13,377) (13,555)
Amortization of capitalized interest................ 948 1,669
Capitalized interest on construction-in-progress
posted directly to equity............................ 15,482 17,673
Minority interests in the above adjustments........... (311) (807)
------- -------
US GAAP income before interest income, unallocated
interest expense and taxes............................. 142,585 148,759
======= =======
</TABLE>
RECONCILIATION OF THE DIVISIONAL EQUITY DIFFERENCES BETWEEN US AND BRAZILIAN
GAAP
<TABLE>
<CAPTION>
1996 1997
------- --------
<S> <C> <C>
Total divisional equity as reported....................... 402,893 514,548
Add (deduct):
Different criteria for:
Capitalized interest.................................. (28,564) (42,119)
Amortization of capitalized interest.................. 3,017 4,686
Deferred tax effects of the above adjustments........... 8,431 12,353
Minority interests adjustment........................... 1,917 3,616
------- --------
US GAAP divisional equity............................... 387,694 493,084
======= ========
US GAAP Supplementary information:
Total assets............................................ 556,570 664,975
======= ========
Property, plant and equipment........................... 564,792 650,869
Accumulated depreciation................................ (66,860) (110,504)
------- --------
Net property, plant and equipment....................... 497,932 540,365
======= ========
</TABLE>
STATEMENTS OF CHANGES IN DIVISIONAL EQUITY IN ACCORDANCE WITH US GAAP
<TABLE>
<S> <C>
Balance at December 31, 1995......................................... 235,991
Income before interest income, unallocated interest expense and
taxes............................................................... 142,585
Net interdivisional cash receipt..................................... 16,955
Deferred tax on indexation of permanent assets....................... (11,519)
Deferred tax on other US GAAP adjustments............................ 4,422
Minority interests effects other than on income...................... (740)
-------
Balance at December 31, 1996......................................... 387,694
Income before interest income, unallocated interest expense and
taxes............................................................... 148,759
Net interdivisional cash distribution................................ (20,524)
Deferred tax on indexation of permanent assets....................... (16,720)
Deferred tax on other US GAAP adjustments............................ 3,922
Minority interest effects other than on income....................... (10,047)
-------
Balance at December 31, 1997......................................... 493,084
=======
</TABLE>
F-29
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
25. ADDITIONAL DISCLOSURES REQUIRED BY US GAAP
A. PENSION AND OTHER POST-RETIREMENT BENEFITS
The Companies, together with substantially all of the other companies in the
Telebras group, participate in multi-employer defined benefit pension and
other post-retirement benefit plans, which are operated and administered by
Sistel. The funded status of the Sistel pension and other post-retirement
benefit plans and the related actuarial assumptions, in accordance with US
GAAP, are as follows:
Pension benefit plan
<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Funded status:
Accumulated benefit obligation:
Vested......................................... 1,793,943 1,919,975
Non vested..................................... 3,250,909 3,479,300
---------- ----------
Total.......................................... 5,044,852 5,399,275
========== ==========
Projected benefit obligation..................... 6,636,907 7,258,074
Fair value of plan assets........................ (3,430,572) (3,897,051)
---------- ----------
Projected obligation in excess of assets......... 3,206,335 3,361,023
========== ==========
The actuarial assumptions used were as follows:
Discount rate for determining projected benefit
obligations..................................... 6.00% 6.00%
Rate of increase in compensation levels.......... 3.25% 3.25%
Expected long-term rate of return on plan
assets.......................................... 6.00% 6.00%
</TABLE>
The above are real rates and exclude inflation.
Amortization of the unrecognized liability at transition:18.94 years
commencing on January 1, 1991.
Other post-retirement benefits plan
<TABLE>
<CAPTION>
1996 1997
--------- ---------
<S> <C> <C>
Funded status:
Accumulated post-retirement benefit obligations:
Retirees and dependents............................ 371,125 380,561
Fully eligible active plan participants............ 32,631 34,589
Other active plan participants..................... 885,917 997,791
--------- ---------
1,289,673 1,412,941
Fair value of plan assets............................ (76,600) (96,141)
--------- ---------
Obligations in excess of plan assets................. 1,213,073 1,316,800
========= =========
</TABLE>
Amortization of the unrecognized liability at transition: 18.84 years
commencing on January 1, 1992.
Health care cost trend rates of increase were projected at annual rates
excluding inflation ranging from 6.48% in 1998 decreasing to 2.00% in 2047.
The effect of a one percent annual increase in the assumed health
F-30
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
care cost trend rates would increase the accumulated post-retirement benefits
obligation at December 31, 1997 by R$237,063. Measurement of the accumulated
post-retirement benefit obligation was based on the same assumptions as were
used in the pension fund liability calculations.
The funded status of the pension and post-retirement plans under Brazilian
and US GAAP differ. Benefit obligations differ because they have been prepared
using different actuarial assumptions permitted under Brazilian and US GAAP.
The net assets of the plans differ under Brazilian and US GAAP principally
due to the accrual of income tax contingencies of the pension fund for US GAAP
purposes in the amount of R$400,370 and R$487,269 in 1996 and 1997,
respectively. The contingency arises out of uncertainty as to the income tax
status of Brazilian pension funds in general because the tax law is unclear as
to whether these funds are exempt from tax on their investment gains. Under
Brazilian GAAP two methods of accounting for the income tax contingency are
currently permitted. The tax is either deducted from plan assets for the
purposes of determining the funded status of the plan or it is not deducted
but is disclosed in a note as being a contingency. Management of the pension
fund have determined that the Brazilian GAAP financial statements of the fund
be prepared on the basis that the legal arguments against assessment of the
tax on the investment gains are sufficiently strong as to avoid the need for
the potential liability to be recognized. However, for US GAAP purposes,
management of the Company believe that the assessment of this potential income
tax liability is probable. Accordingly, in determining the funded status for
US GAAP purposes, the potential income tax liability (calculated in accordance
with SFAS 109) has been deducted from the fair value of the plan assets.
b. Concentration of risks
The Companies are prohibited from investing any surplus cash balances in
financial instruments other than government securities controlled by the
Central Bank of Brazil or the Federal Government owned bank, Banco do Brasil
S.A. There have been no losses in cash equivalents.
Credit risk with respect to trade accounts receivable is diversified. The
Companies continually monitor the level of trade accounts receivable and limit
the exposure to bad debts by cutting access to the telephone network if any
invoice is fifteen days past-due. Exceptions comprise telephone services that
must be maintained for reasons of safety or national security.
In conducting their businesses, the Companies are fully dependent upon the
cellular telecommunications concession as granted by the Federal Government.
Approximately 63% of all employees are members of state labor unions
associated with either the Federacao Nacional dos Trabalhadores em
Telecomunicacoes ("Fenattel"), or with the Federacao Interestadual dos
Trabalhadores em Telecomunicacoes ("Fittel"). The Companies negotiate new
collective labor agreements every year with the local union. The collective
agreements currently in force expire in November 1998.
There is no concentration of available sources of labor, services,
concessions or rights, other than those mentioned above, that could, if
suddenly eliminated, severely impact the Companies' operations.
c. New accounting pronouncements
SFAS No. 130, "Reporting Comprehensive Income"
SFAS No. 130 establishes the standards for reporting and displaying
comprehensive income and its components (revenues, expenses, gains and losses)
as part of a full set of consolidated financial statements. This statement
requires that all elements of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other consolidated
financial statements.
F-31
<PAGE>
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(SEE NOTES 1, 2 AND 23)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(AMOUNTS EXPRESSED IN THOUSANDS OF CONSTANT BRAZILIAN REAIS OF DECEMBER 31,
1997)
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information"
SFAS No. 131 establishes the standards for the manner in which public
enterprises are required to report financial and descriptive information about
their operating segments. The standard defines operating segments as
components of an enterprise for which separate financial information is
available and evaluated regularly as a means for assessing segment performance
and allocating resources to segments. A measure of profit or loss, total
assets and other related information are required to be disclosed for each
operating segment. In addition, this standard requires the annual disclosure
of: information concerning revenues derived from the enterprise's products or
services, countries in which it earns revenues or holds assets, and major
customers.
SFAS No. 132, "Employers' Disclosures About Pensions and Other Post-
retirement Benefits"
SFAS No. 132 revises and standardizes employers' disclosures about pension
and other post-retirement benefit plans. It does not change the measurement or
recognition of those plans.
The Companies will comply with the requirements of SFAS No. 130, 131 and 132
in 1998.
F-32
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Tele Centro Oeste Celular
Participacoes S.A.
We hereby consent to the use of our report included herein.
/s/ KPMG Peat Marwick
Brasilia, Brazil
October 29, 1998
